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Terms and conditions

IMPORTANT INFORMATION

The sections below contain text relevant to different jurisdictions a Viewer may be located in and to the different Restricted Sections.

In the registration process for access to the Restricted Sections a Viewer must make certain selections on jurisdiction and the Restricted Sections the Viewer wishes to receive access to. Only the text relevant to the selection made by the Viewer is shown and that text together with all the text contained in the general Terms and Conditions forms the Terms and Conditions which a Viewer has accepted on registration. A record of this is maintained by Cambridge Place Investment Management LLP.

All other Viewers who have not registered for access to any Restricted Sections are subject to all the Terms and Conditions when using this Site.
 

PLEASE READ CAREFULLY BEFORE ACCEPTING THESE TERMS

Information on this Site

The information ("Information") on this site ("Site") is issued in the United Kingdom by Cambridge Place Investment Management LLP ("CPIM"), which is authorised and regulated in the conduct of its investment business by the Financial Services Authority ("FSA") in the United Kingdom.

The Information is not intended to serve as investment advice nor is it directed toward any persons in a jurisdiction where the Information contained within this Site may be construed as providing investment advisement services which are not authorised or not legally permitted. No information contained herein should be construed as financial promotion directed into the United Kingdom in violation of Financial Services and Markets Act 2000 ("FSMA"). Accordingly, nothing in this Site is to be construed as an offer or invitation made to any person in the United Kingdom except to those persons contemplated within the scope of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, rule 3.11.2 and annex 5 of the Conduct of Business Rules of the FSA as an intermediate customer or market counterparty or any other exemption to section 238 of FSMA or to persons to whom the information may otherwise be lawfully issued or passed. Investments or investment services mentioned on the Site are not available to private customers.

The FSA rules for the protection of private customers do not apply in respect of an investment in any CDO or hedge fund described on this Site.

Investment in a CDO or hedge fund described on this Site is not covered by the Financial Services Compensation Scheme.

CPIM is not registered as an investment adviser under the United States Investment Advisers Act, as amended, nor as an investment company under the United States Investment Company Act of 1940, as amended. Accordingly, none of the Information contained in this Site is directed toward residents of the United States or any United States person as defined under the United States Securities Act of 1933, as amended, except any United States Viewer who has accepted the Terms and Conditions during the registration process and meets the requirements set out therein.

Anyone using the Site shall be referred to as a "Viewer" for the purpose of these Terms. The sections of the Site which require a password to access are referred to as the "Restricted Sections".

Purpose of Site

The Site is published solely for informational purposes on investments managed or advised by CPIM, or Separate Accounts to:

  • investors, or 
  • other Viewers who CPIM, in its sole discretion, allows access.

The investments and investment services described on the Restricted Sections of the Site are not available in all countries, and nothing on the Site constitutes an offer or solicitation to anyone in any country in which such an offer or solicitation is not lawful or to anyone to whom it is unlawful to make such an offer or solicitation.

No Reliance

Nothing contained on the Site constitutes investment, legal, tax or other advice nor is it to be relied on in reaching an investment or other decision.

All expressed values as to the performance of CPIM and the performance of any advised investment companies referred to herein are estimated values, unless specifically designated otherwise, which are subject to final annual audit. Any forward looking statements in this Site are necessarily subject to risks and uncertainties which may affect the accuracy of such statements and limit the ability of CPIM to meet any performance projections. Such risks include unanticipated declines in revenues due to competitive market and general economic risk factors.

You should obtain relevant and specific professional advice before making any investment decision.

Investments

Viewers should always bear in mind that:

  1. the value of investments and any income from them may go down as well as up. You may not get back all of your original investment.
  2. indications of past performance displayed on this Site will not necessarily be repeated.
  3. rates of exchange may cause the value of underlying investments to go up or down.
  4. applications to invest in any product referred to on this Site must only be made on the basis of the documentation relating to the specific investment.
  5. if you are in any doubt about the information contained on this Site please contact us or consult your usual professional financial adviser.

Investment Management

The description of the investment management service and process in this Site is a general one. The Terms and Conditions applicable to individual viewers or investors will be set out in the applicable contract or offering document.

User Undertakings

Any Viewer seeking permission to access a Restricted Section undertakes and acknowledges that at registration, and at all times when the Viewer subsequently seeks access to such Restricted Section:

  1. it is and shall be a Viewer eligible to access such Restricted Section.
  2. it shall keep the user name and password issued to it secret and for its personal use only.
  3. it is not, unless a client under a Separate Account, a customer or client of CPIM.
  4. it shall notify CPIM immediately if it ceases to be entitled to access the Site.

Accuracy of Information

The Information has been obtained from, or is based on, sources believed by CPIM to be reliable, but is not guaranteed as to its accuracy or completeness. The Information is provided without obligation on the part of CPIM and on the understanding that any Viewer who acts upon it or changes investment position in reliance on it does so entirely at such Viewer’s own risk. Information posted on the Site is current only as at the date it is first posted and may no longer be true or complete when viewed. All information contained on the Site may be changed or amended without prior notice although CPIM does not undertake to update the Site regularly.

No Liability

No representation, warranty or undertaking (including liability towards third parties), express or implied, is given as to the accuracy, reliability or completeness of the Information by CPIM and no liability is accepted by such persons for the accuracy, reliability or completeness of such information. In no circumstances will CPIM be liable to any Viewer or other person for any direct, indirect, special or consequential damages arising out of any use of the Information, or on any hyper-linked site, including, without limitation, any loss of profits, business interruption, loss of programmes or data on your equipment, or otherwise.

The Internet is not a completely reliable transmission medium. CPIM does not accept any liability for any data transmission errors such as data loss or damage or alteration of any kind, including, but not limited to any direct, indirect or consequential damage, arising out of the use of the Site.

Material Interests

CPIM, its affiliates and their partners, directors, officers, staff and employees may have holdings or interests in the funds and investments referred to in the Site and may otherwise be interested in transactions effected in or by such funds or investments.

Linked Websites

This Site may be linked to third party websites or contain information provided by third parties. CPIM does not make any representation as to the accuracy or completeness of such websites or information, have not and will not review or update such websites or information and cautions Viewers that any use made of such websites or information is at their own risk. CPIM does not accept or assume any liability arising out of the information contained on any linked website or information on the Site provided by a third party and the use of such sites and information is at a Viewer’s own risk.

Regulatory Responsibility

Nothing in these Terms and Conditions, notwithstanding anything to the contrary, shall exclude or restrict any duty or liability that CPIM has under the regulatory system applicable to CPIM in the United Kingdom.

Copyright, Trademarks and Other Rights

Copyright, trademarks, database, design rights, patents and all similar rights in the Site and the information contained in it are owned by CPIM, its licensors or relevant third party content providers. You may use the information on the Site and reproduce it in hard copy for your personal reference only. Such information may not otherwise be reproduced, distributed or transmitted to any other person or incorporated in any way into another database, document or other materials. Nothing on this Site should be considered as granting any licence or right under any trademark of CPIM or any third party licensor or content provider.

Privacy Policy

CPIM is committed to protecting privacy of information on any Viewer and will take all reasonable steps to ensure that any personal data provided during the registration process is kept secure against unauthorised access, loss, disclosure or destruction.

The personal data you supply for registration purposes will be processed for the purposes of:

  • administering your viewing account;
  • operational purposes including analysis of Site usage; and
  • to meet legal and regulatory requirements.

Your personal data may be disclosed:

  • to any of our affiliates or professional advisers; or
  • if we have a right or duty to disclose the data or are permitted or compelled by law to do so.

If you wish, you may have a copy of the personal data held in relation to you.

Please put any such request in writing to:

The Data Protection Officer
Cambridge Place Investment Management LLP
17 Old Court Place
London
W8 4PL

If any of your personal data is found to be incorrect it will be amended, updated or deleted as appropriate.

English Law

English law shall apply to the Terms.

Access to Restricted Sections

Access to different parts of this Site is restricted and requires the prior registration and issue of a valid user id and password. The Terms and Conditions which are applicable to the use of Restricted Sections are hereby incorporated into these general Terms and Conditions. No person should attempt to gain access to any Restricted Section without a valid user id and password.

Any Viewer having password access to a Restricted Section as a consequence of being an investor in any Fund, CDO or Separate Account shall cease to access the relevant Restricted Section on selling, transferring, redeeming all of its holding in a Fund or CDO or otherwise ceasing to be an investor.

CPIM may in its sole discretion, at any time and for any reason, disable a password and decline access to the Site or any Restricted Section and require a User to register again before permitting the Viewer to access the Restricted Sections again.

For access to the Restricted Section you must confirm you are an "Eligible Viewer" in accordance, inter alia, with certain jurisdictional requirements.

UK General

UK Users of Restricted Sections

As a UK User to access the Restricted Sections of the Site, you must be an "intermediate customer" or "market counterparty" under the Rules of the Financial Services Authority ("Rules").

The protections afforded to "private customers" under the Rules of the FSA are not available to an "intermediate customer" or "market counterparty". Please consult your legal adviser or visit the FSA (http://www.fsa.gov.uk) for further explanation of these terms.

CPIM Structured Credit Fund ("Fund")

The Fund is not registered with or authorised by the FSA and as such is an unrecognised collective investment scheme ("Unrecognised Scheme"). Section 238 of the Financial Services and Markets Act 2000 and the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (SI 2001/1060) prohibits the promotion of unrecognised collective investment schemes to persons in the United Kingdom except to the following types of persons ("Fund Eligible Viewer"):

  1. Persons authorised to conduct investment business in the UK and investment firms from other Member States of the European Union authorised to establish a branch or provide services in the UK.
  2. A government, local authority or public authority.
  3. Any body corporate that has a called up share capital or net assets of:
    - not less than £500,000, where the body corporate has more than 20 members or is a subsidiary of such a parent;
    - not less than £5 million, in the case of any other body corporate;
  4. Any unincorporated association or partnership which has net assets of not less than £5 million;
  5. The trustee of a high value trust (a trust whose aggregate value of cash and investments forming part of the Trust's assets before deducting liabilities is £10 million or more, or has been £10 million or more at any time during the last twelve months);
  6. Any person whilst acting in the capacity of director, officer or employee of the entities described in (c) to (e) above.
  7. Certified sophisticated investors.
  8. Associations of people in (c) to (g) above.
  9. Authorised persons acting as settlor or grantor of a trust, a trustee or a personal representative, or a trustee of the trust, a fellow trustee or a fellow personal representative acting in such capacity when viewing this website.
  10. Authorised persons acting as a settlor of a trust, trustee or personal representative to a beneficiary under the trust, will or intestacy, or an authorised person who is a beneficiary under a trust, will or intestacy communicating with another beneficiary under the same trust, will or intestacy acting in relation to the management or distribution of that trust, fund or estate when viewing this website.
  11. Investment journalists (i.e. persons who receive a communication in the course of a business which involves the dissemination through a publication of information concerning investments).
  12. Existing customers of the Fund.
    US General

US Users of Restricted Sections

If you are a US Person as defined below this section will apply to you. To have access to the Restricted Sections you must satisfy certain eligibility criteria.

"U.S. Person" generally includes the following:

  1. any natural person resident in the United States;
  2. any partnership or corporation organised or incorporated under the laws of the United States;
  3. any estate of which any executor or administrator is a U.S. Person;
  4. any trust of which any trustee is a U.S. Person;
  5. any agency or branch of a non-U.S. entity located in the United States;
  6. any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
  7. any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated or (if an individual) resident in the United States; and
  8. any partnership or corporation if:
    - organised or incorporated under the laws of any non-U.S. jurisdiction; and
    - formed by a U.S. Person principally for the purpose of investing in securities not registered under the United States Securities Act of 1933 (the "1933 Act"), unless it is organised or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D under the 1933 Act) who are not natural persons, estates or trusts.

US Hedge Funds

CPIM Structured Credit Fund

To view the Restricted Section of the Site for CPIM Structured Credit Fund you must qualify as an "Accredited Investor" within the meaning of Regulation D under the U.S. Securities Act of 1933 ("1933 Act") and also as a "Qualified Purchaser" under the Investment Company Act of 1940, as amended ("1940 Act").

To qualify as an Accredited Investor each Viewer of the Restricted Section must satisfiy at least one of the following tests. The Viewer must be viewing the Restricted Section in its capacity as one of the following:

  1. an individual with income in excess of $200,000 for each of the last two years (or joint income with his or her spouse in excess of $300,000 in each of those years) and who reasonably expects to reach the same income level in the current year;
  2. an individual with individual net worth (or joint net worth with his or her spouse) in excess of $1,000,000;
  3. an organisation described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), a corporation, trust, or partnership, not formed for the specific purpose of investing in the fund, with total assets in excess of $5,000,000 and, in the case of a trust which is not a business trust, whose investment decision is directed by a sophisticated person as defined in 17 C.F.R. 230.506(b)(2)(ii).
  4. a bank or savings and loan association (whether acting in its individual or fiduciary capacity), registered broker or dealer, insurance company, investment company registered under the 1940 Act, business development company or licensed small business investment company (as such terms are used and defined in 17 C.F.R. 230.501(a)).
  5. a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.
  6. an entity in which all of the equity owners are either (i) natural persons who had an individual income in excess of $200,000 for each of the last two years (or joint income with the their spouse in excess of $300,000 in each of those years) and who reasonably expect to reach the same income level in the current year, or whose individual net worth (or whose joint net worth with their spouse) exceeds $1,000,000 or (ii) persons described in (c) — (e) above.
  7. a participant in a participant-directed plan, Viewer is a natural person who had an individual income in excess of $200,000 for each of the last two years (or joint income with his or her spouse in excess of $300,000 in each of those years) and who reasonably expects to reach the same income level in the current year.
  8. a participant in a participant-directed plan, Viewer is a natural person whose individual net worth (or whose joint net worth with his or her spouse) exceeds $1,000,000.
  9. an employee benefit plan established and maintained by a state or local government or agency which has total assets in excess of $5,000,000 (and is not a participant-directed plan (as defined below) covering more than one person).
  10. an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (including an Individual Retirement Plan), which satisfies at least one of the following conditions:
    - it has total assets in excess of $5,000,000 (and is not a participant-directed plan covering more than one person); or
    - the investment decision is being made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser; or
    - it is a participant-directed plan (i.e., tax-qualified defined contribution plan in which a participant may exercise control over the investment of assets credited to his or her account and the decision to invest is made by those participants investing) covering one participant, and such participant qualifies as an accredited investor. (If the participant-directed plan covers more than one person, please contact the Fund).
  11. an entity in which all of the equity owners are persons described in paragraphs (g) to (j) above (including but not limited to an individual retirement account).

To qualify as a "Qualified Purchaser" each Viewer of the Restricted Section must satisfy at least one of the following tests. The Viewer must be viewing the Restricted Section in its capacity as one the following:

  1. A natural person (including any person who will hold a joint, community property, or other similar shared ownership interest in the Fund with that person's qualified purchaser spouse) who owns at least $5,000,000 in Investments (as defined below).
  2. A person (including a company), acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in Investments. (If the Qualified Purchaser is a participant-directed employee benefit plan that covers more than one person please contact the Fund).
  3. A company that owns at least $5,000,000 in Investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organisations, or trusts established by or for the benefit of such persons.
  4. A trust that is not covered by paragraph (c) above and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other persons authorised to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (a), (b) or (c).
  5. A "Qualified Institutional Buyer" as defined in Rule 144A under the 1933 Act (as that term is modified by the limitations imposed thereon by Rule 2a51-1(g)(1) under the 1940 Act). (If the Qualified Purchaser is a participant-directed employee benefit plan that covers more than one person please contact the Fund);
  6. A company regardless of the amount of its Investments, each of the beneficial owners of which is a person described in (a), (b), (c), (d) or (e) above. (If the Qualified Purchaser is a participant-directed employee benefit plan that covers more than one person please contact the Fund).

For the purposes of determining "Qualified Purchaser" status, the term "Investments" means all of the following:

Securities (as defined by Section 2(a)(1) of the 1933 Act), other than securities of an issuer that controls, is controlled by, or is under common control with, the investor, unless the issuer of such securities is any of the following:

  1. An investment company, a company that would be an investment company under the 1940 Act but for the exclusions provided by Sections 3(c)(1) through 3(c)(9) of the 1940 Act or the exemptions provided by Rules 3a-6 or 3a-7 thereunder, or a commodity pool;
  2. A company that files reports pursuant to Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended, or that has a class of securities that are listed on a "designated offshore securities market" as that term is defined by Regulation S under the 1933 Act; or
  3. A company with shareholders' equity of not less than $50 million (determined in accordance with generally accepted accounting principles) as reflected on the company's most recent financial statements, provided that such financial statements present the information as of a date within the preceding 16 months.

US CDOs

CDOs

To view the Restricted Section of the Site for CDOs you must qualify both:

  1. as a "Qualified Institutional Buyer" as defined in Rule 144A under the 1933 Act (as that term is modified by the limitations imposed thereon by Rule 2a51-1(g)(1) under the 1940 Act); and
  2. as a "Qualified Purchaser" within the meaning of Section 3(c)(7) of the Investment Company Act and the rules and regulations promulgated thereunder.

Other Jurisdictions

The use or distribution of the Information in certain countries may be restricted by law and persons who access it are required to inform themselves and to comply with any such restrictions. The Information does not constitute an offer or solicitation in any country where it is not permitted. Any users should inform themselves as to the applicable legal and regulatory requirements, exchange control and taxes in their country of residence, domicile or origin. CPIM shall consider the registration form submitted and may ask an applicant to provide certain confirmations before providing access to a Restricted Section of the site and may, in its sole discretion, decline to provide access.