CAPITAL INTRODUCTION TERMS AGREEMENT
Please read these terms carefully. They constitute a binding agreement with Citigroup Global Markets Inc., Citigroup Global Markets Limited and their affiliates (“Citi”), pursuant to which Capital Introductions Program(s) is made available to you as the “Investor”, and set out important terms and conditions of use.
The Investor may request from Citi introductions or referrals to the types of investment manager that the Investor might be interested in (which may be by category, location, particular investment strategy or other criteria as the Investor may inform Citi from time to time).
Citi may notify the Investor of Capital Introduction Programs such as seminars, conferences or other events. The Investor may request that Citi provide an invitation to any such Capital Introduction Program. Citi may also provide information to the Investor about Managers and their strategies, and, if the Investor requests specific fund or investment product information, Citi may provide further information about the relevant funds or investment products. The Investor agrees that Citi may provide the Investor’s name and contact information to Managers.
The Investor (x) represents to Citi on a continuing basis that is (i) a “qualified purchaser” as defined in the Investment Company Act of 1940 and an “accredited investor” as defined by the Securities Act of 1933, or (ii) a “Professional Client” or “Eligible Counterparty” defined by the United Kingdom’s Financial Conduct Authority or any successor body, or (iii) is a “Professional Investor” as defined under the Hong Kong Securities and Futures Ordinance (Cap. 571) or (iv) a "Regulated Qualified Investor" as defined in Article 10 (3)(a) and (b) of the Swiss Collective Investment Schemes Act of 23 June 2006 as amended ("CISA") and its implementing ordinance, or (v) it is a “Professional Client” as within the meaning of Annex II to Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (“MIFID”), or (vi) maintains within its jurisdiction of incorporation an institutional investor classification substantially similar to any of the foregoing, and (y) agrees to inform Citi if for any reason the Investor ceases to have such status.
The Investor acknowledges that Citi does not do any of the following (i) provide investment advice with respect to any investment offered by any Manager, (ii) endorse or recommend any Manager, (iii) act as the agent or representative of any Manager and (iv) market or promote any fund or investment product provided by any Manager. The Investor acknowledges that although some or all of the Managers may have business relationships with Citi (including but not limited to prime brokerage relationships), and Citi may benefit from participants in Capital Introduction Programs investing through the Managers through increased business or higher revenues, (x) Citi has no obligation to disclose to the Investor the existence of these business relationships, and(y) Citi may take actions in the course of these business relationships without regard to the interests of the Managers’ investors. The Investor acknowledges further that Citi has no obligation to share any information Citi may have about Managers, and that Citi does not carry out any background checks or credit or reference checks on any of the Managers or their employees for the Investor’s benefit.
The Investor acknowledges its responsibility to make its own assessment about any aspect of any investment with any of the Managers, regardless of any other customer or business relationship that the Investor may have with any part of Citi. The Investor acknowledges its responsibility for consulting with independent advisors, including but not limited to determining whether the Investor is qualified applicable laws and regulations to make any investment, whether a Manager is able to market, promote or sell its investments to the Investor under applicable laws and regulations, any legal, tax and investment implications of any investment, and whether any investment is consistent with the Investor’s investment objectives, financial circumstances, constitutional documents or any restrictions to which the Investor is subject (even if the Investor has informed Citi of the Investor’s objectives or restrictions). The Investor acknowledges that Citi does not act as the Investor’s fiduciary for purposes of ERISA or otherwise, and that any information received by the Investor through the Capital Introduction Programs may not be construed as received pursuant to any other such relationship that the Investor may have with Citi. Citi’s invitation to or participation in any Capital Introduction Program does not constitute an offer to sell, or solicitation to deal in, or offer to buy on the part of Citi, any interests in any financial product. The Investor understands and acknowledges that Citi is not acting as a placement agent for any Manager, nor is Citi acting as the Investor’s advisor or agent in connection with any potential investment by the Investor in any financial product. The Investor understands that investments in financial products offered by Managers are speculative, involve a high degree of risk and their performance may be volatile and, as such, the Investor could lose all or a substantial amount of, any investment the Investor make in such financial products.
The Investor acknowledges that any information or materials that it may receive about any Manager, in oral or written form, at a conference, seminar or otherwise through any of the Capital Introduction Programs (collectively, “Materials”) are made or prepared by or on behalf of the Managers themselves, and that Citi has not verified such Materials and takes no responsibility for the accuracy, completeness, fitness for purpose, timeliness, origin or adequacy of such Materials. Citi makes no warranty, express or implied, about the Managers and neither approves nor endorses any Materials. The Investor agrees that Materials will not form the primary basis of any of investment decisions, and that the Investor is responsible to review any and all Materials and perform such due diligence as the Investor, in conjunction with the Investor’s professional advisors, may deem appropriate before making any investment. Hedge 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.
The Investor acknowledges that currently Citi (1) does not charge the Investor or any Manager any fee to participate in the Capital Introduction Programs, and (2) is carrying out capital introduction activities for other managers.
For the purposes of this paragraph 7, “Data Protection Law” means any and all applicable laws and/or regulations relating to privacy and/or data protection, including any amendments or supplements to or replacements of such laws and/or regulations and including without limitation and as applicable: (i) the European Commission Data Protection Directive (95/46/EC) and the Directive on Privacy and Electronic Communications (2002/58/EC); (ii) any laws or regulations implementing or made pursuant to such directives; (iii) when applicable, the General Data Protection Regulation (EU) 2016/679 and any laws or regulations implementing or made pursuant to such regulation (the “EU GDPR”) and (iv) when applicable, the EU GDPR as it forms part of domestic law of the UK by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) and the terms "data subject", "personal data", and "processing" shall have the meanings given to such terms in Data Protection Law.
The Investor shall ensure that any personal data that it provides to Citi has been processed fairly and lawfully, is accurate and is relevant for the purposes for which it is being provided. Investor agrees to provide data subjects the Privacy Statement available here https://www.citibank.com/icg/global_markets/docs/Client-Privacy-Policy.pdf before their personal data is provided to Citi and, on Citi’s instructions, provide any further privacy information to or obtain consents from data subjects in relation to the processing of personal data from time to time (which may include the form and the manner in which information is to be provided or any consent is to be obtained). The Investor acknowledges that Citi does not rely on the agreement, insofar as it relates to personal data, obtained in this Agreement as its lawful basis for processing personal data under applicable Data Protection Law.
Citi accepts no liability to the Investor or to any third parties, whether in tort, contract or otherwise howsoever, for any loss, damage, cost or expense, of any kind or description, arising out of or in connection with the Investor’s decision to participate in any Capital Introduction Programs, including but not limited to: (i) the adequacy, fitness for purpose, timeliness, origin, accuracy or completeness of any information regarding any Manager or the use of any such information or for any decision to invest with any Manager; or (ii) any information provided or anything said or done by a Manager or any person representing them whether or not introduced to the Investor as part of the Capital Introduction Programs.
The Investor acknowledges that Citi may vary the terms on which it provides Capital Introduction Programs to the Investor from time to time without further notice.
- You have total assets in excess of $5,000,000 and are you one of the following:
- Limited liability company
- Business or personal (other than an employee benefit trust) trust
- Tax-exempt organization described in Section 501(c)(3) of the Code
- Employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time (including an IRA)
- Employee benefit plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions?
You are an entity, acting for your own account or the accounts of other qualified purchasers, which in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in “investments” (as defined in Rule 2a51-1 under the Investment Company Act of 1940 (the “1940 Act”))?
You are a company, partnership or trust that (a) owns not less than $5,000,000 in “investments” (as defined in Rule 2a51-1 of the 1940 Act) and (b) 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 organizations or trusts established by or for the benefit of such persons.