The Fund is primarily intended for Sophisticated Investors, Ultra-high Net Worth Investors and Institutional Investors (regarded as ‘Per se professional clients’) as respectfully defined in the FCA handbook. The Fund is not intended for retail investment and must not be marketed in such capacities by any individual including the owners, agents, employees, and investors. As such, to invest in the Fund, you must be one of the following, given that the description applies:

• A Certified High Net Worth Investor (as defined in COBS 4.12.6 of the FCA Handbook)
  
  A certified high net worth investor is an individual who has signed, within the period of twelve months ending with the day on which the communication is made, a statement in the following terms:  
  
  “HIGH NET WORTH INVESTOR STATEMENT 
  I make this statement so that I can receive promotional communications which are exempt from the restriction on promotion of non-mainstream pooled investments. The exemption relates to certified high net worth investors, and I declare that I qualify as such because at least one of the following applies to me:
  • I had, throughout the financial year immediately preceding the date below, an annual income to the value of £100,000 or more. Annual income for these purposes does not include money withdrawn from my pension savings (except where the withdrawals are used directly for income in retirement).
  • I held, throughout the financial year immediately preceding the date below, net assets to the value of £250,000 or more. Net assets for these purposes do not include:
    1. the property which is my primary residence, or any money raised through a loan secured on that property; or
    2. rights of mine under a qualifying contract of insurance; or
    3. any benefits (in the form of pensions or otherwise) which are payable on the termination of my service or on my death or retirement and to which I am (or my dependants are), or may be, entitled; or
    4. any withdrawals from my pension savings (except where the withdrawals are used directly for income in retirement).

I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on non-mainstream pooled investments.         

Signature:
Date: “

• A Certified Sophisticated Investor (as defined in COBS 4.12.7 of the FCA Handbook)
  
  A certified sophisticated investor is an individual:
  • who has a written certificate signed within the last 36 months by a firm confirming he has been assessed by that firm as sufficiently knowledgeable to understand the risks associated with engaging in investment activity in non-mainstream pooled investments; and
  • who has signed, within the period of twelve months ending with the day on which the communication is made, a statement in the following terms:
    
    “SOPHISTICATED INVESTOR STATEMENT                     
    
    I make this statement so that I can receive promotional communications which are exempt from the restriction on promotion of non-mainstream pooled investments. The exemption relates to certified sophisticated investors, and I declare that I qualify as such.     
    
    I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me to seek advice from an authorised person who specialises in advising on non-mainstream pooled investments.           
    
    Signature:
    Date:”
    
    
• A Self-certified sophisticated investor (as defined in COBS 4.12.8 of the FCA Handbook)
  
  A self-certified sophisticated investor is an individual who has signed, within the period of twelve months ending with the day on which the communication is made, a statement in the following terms:
  
  “SELF-CERTIFIED SOPHISTICATED INVESTOR STATEMENT        
  
  I declare that I am a self-certified sophisticated investor for the purposes of the restriction on promotion of non-mainstream pooled investments. I understand that this means:
• I can receive promotional communications made by a person who is authorised by the Financial Conduct Authority which relate to investment activity in non-mainstream pooled investments;
• the investments to which the promotions will relate may expose me to a significant risk of losing all of the property invested.

I am a self-certified sophisticated investor because at least one of the following applies:

1. I am a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date below;
2. I have made more than one investment in an unlisted company in the two years prior to the date below;
3. I am working, or have worked in the two years prior to the date below, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises;
4. I am currently, or have been in the two years prior to the date below, a director of a company with an annual turnover of at least £1 million.

I accept that the investments to which the promotions will relate may expose me to a significant risk of losing all of the money or other property invested. I am aware that it is open to me seek advice from someone who specialises in advising on non-mainstream pooled investments.

Signature:
Date:”

• A Per se professional client (as defined in COBS 3.5.2 of the FCA Handbook)
  
  Each of the following is a per se professional client unless and to the extent it is an eligible counterparty or is given a different categorisation under this chapter:
  • an entity required to be authorised or regulated to operate in the financial markets. The following list includes all authorised entities carrying out the characteristic activities of the entities mentioned, whether authorised in the UK or a third country:
    1. a credit institution;
    2. an investment firm;
    3. any other authorised or regulated financial institution;
    4. an insurance company;
    5. a collective investment scheme or the management company of such a scheme;
    6. a pension fund or the management company of a pension fund;
    7. a commodity or commodity derivatives dealer;
    8. a local authority;
    9. any other institutional investor;
  • in relation to MiFID or equivalent third country business a large undertaking meeting two of the following size requirements on a company basis:
    1. balance sheet total of EUR 20,000,000;
    2. net turnover of EUR 40,000,000;
    3. own funds of EUR 2,000,000;
  • in relation to business that is not MiFID or equivalent third country business a large undertaking meeting any of the following conditions:
    1. a body corporate (including a limited liability partnership) which has (or any of whose holding companies or subsidiaries has) (or has had at any time during the previous two years) called up share capital or net assets of at least £5 million (or its equivalent in any other currency at the relevant time);
    2. an undertaking that meets (or any of whose holding companies or subsidiaries meets) two of the following tests:
       1. a balance sheet total of EUR 12,500,000;
       2. a net turnover of EUR 25,000,000;

• an average number of employees during the year of 250;

1. a partnership or unincorporated association which has (or has had at any time during the previous two years) net assets of at least £5 million (or its equivalent in any other currency at the relevant time) and calculated in the case of a limited partnership without deducting loans owing to any of the partners;
2. a trustee of a trust (other than an occupational pension scheme, SSAS, personal pension scheme or stakeholder pension scheme) which has (or has had at any time during the previous two years) assets of at least £10 million (or its equivalent in any other currency at the relevant time) calculated by aggregating the value of the cash and designated investments forming part of the trust’s assets, but before deducting its liabilities;
3. a trustee of an occupational pension scheme or SSAS, or a trustee or operator of a personal pension scheme or stakeholder pension scheme where the scheme has (or has had at any time during the previous two years):
   1. at least 50 members; and
   2. assets under management of at least £10 million (or its equivalent in any other currency at the relevant time);

• a national or regional government, including a public body that manages public debt at national or regional level, a central bank, an international or supranational institution (such as the World Bank, the IMF, the ECB, the EIB) or another similar international organisation;
• another institutional investor whose main activity is to invest in financial instruments (in relation to the firm’s MiFID or equivalent third country business) or designated investments (in relation to the firm’s other business). This includes entities dedicated to the securitisation of assets or other financing transactions.
  
  

No special consideration may be given to individuals who do not meet these criteria and any application to invest will be declined. That does not mean that such an individual may not be later accepted given that they then fit into one of the above descriptions at the time of re-application.