This agreement constitutes our Capital Introductions Terms and may be referred to as such in other communications with you. Each of us confirms to the other that we may enter into these Capital Introductions Terms electronically and neither of us will challenge the enforceability of the contract constituted by these Capital Introduction Terms entered into by such means.
You have informed Credit Suisse that you may be interested in making investments in hedge funds, alternative investment funds or other collective investment vehicles, some or all of which may be unregulated (collectively, "Funds"), and you have requested that we make Capital Introductions (as defined below) to you from time to time. For the purposes of this Capital Introduction Services Agreement (this "Agreement"), Credit Suisse, "we" or "us" means Credit Suisse Securities (USA) LLC ("CSSU"), Credit Suisse Securities (Europe) Limited ("CSE"), Credit Suisse (Hong Kong) Limited ("CSHK"), Credit Suisse Securities (Japan) Limited ("CSJ") and/or each of their affiliates and subsidiaries (collectively, "Credit Suisse").
You may notify us from time to time of the categories or types of Funds in which you are interested in investing (which may be by category, investment strategy or other criteria as you inform us) and which you would like us to introduce or refer to you. We will endeavor to introduce or refer you to Funds of that category or type or to any asset manager, investment manager, other manager or agent appointed by any such Funds ("Managers") to act on their behalf ("Capital Introductions").
By notifying us of your investment interests, attending any conferences or event arranged by us or by accepting any introductions or references from or by us in this regard, you shall be deemed to have reconfirmed the terms under which we will make Capital Introductions to you, as set out in this Agreement. This Agreement applies to any Capital Introductions we may make to you.
We will neither charge you, nor any Manager or Fund, any fee for making Capital Introductions.
We will normally only make Capital Introductions to Funds (or Managers) for which we act as prime broker, that are counterparties to transactions with us, that are our affiliates or subsidiaries or that are otherwise customers of ours, but may on occasion make Capital Introductions to other Funds or their Managers.
Any investment you make in a Fund may have an indirect benefit to Credit Suisse as prime broker, as a counterparty to a transaction (including, but not limited to, derivative transactions), or as an affiliate of such a Fund. Credit Suisse may, to the extent permitted by law, effect transactions with or on behalf of Funds, participate or invest in financing (or other) transactions, perform services or solicit business from and/or have a position or holding or other material interest in such Funds or their Managers. Credit Suisse may have received or may receive in the future prime brokerage or other transaction related compensation from Funds.
Our role is limited solely to making Capital Introductions to you. In particular, this means that:
- we do not recommend or endorse any Funds or Managers;
- we do not act as your fiduciary or advisor and are not responsible for determining, and will not determine, whether investment in any Fund is consistent with your investment objectives, financial circumstances, or constitutional documents or any restrictions which you are subject to (even if you have informed us of your objectives or restrictions). Our making a Capital Introduction does not constitute investment advice or a recommendation or offer to buy or sell any securities or investments. You must make your own independent assessment (based on such legal, tax and other investment advice as you consider appropriate) of whether investment in any Fund is appropriate for you;
- we do not act as agent or representative of any Fund or Managers and we do not market or promote any Fund. In particular, we will not carry out any determination regarding whether any Fund, or Manager, is able to market, promote or sell its investments to you under applicable laws or otherwise (even if we have a copy of the Fund's prospectus, subscription documents or other offering materials). You must make your own independent assessment (based on such legal, tax and other investment advice you consider appropriate) on those matters;
- we do not carry out any background, credit or reference checks for your benefit on any Fund or Manager or any persons appointed by any Fund or its Manager. You must give due consideration to any such checks as part of your investment decision.
We may from time to time forward you summary information on Funds that has been prepared and completed by a Fund or its Manager ("Summary Information"). We do not verify Summary Information and give no representation, warranty or guarantee as to its accuracy, completeness or otherwise. You should obtain and review a copy of any prospectus or other offering or subscription documents prior to making any investment decision.
You agree to treat any information forwarded or divulged to you by us (including, without limitation, Summary Information and information disclosed in any symposium or event arranged by us) as confidential, and not to reproduce any written materials forwarded to you, or redistribute or make them, or the information otherwise divulged to you, available to any other person, in whole or in part, except to your professional advisers and consultants as necessary, and to use any such documents and information only for the purpose for which they have been provided or divulged to you.
Any information provided to you and any invitations to a conference or event are intended solely for institutions that are either (i) "accredited investors" (as defined by the U.S. Securities Act of 1933, as amended) and "qualified purchasers" (as defined in the U.S. Investment Company Act of 1940, as amended); (ii) Professional Clients or Eligible Counterparties (as defined by the Rules of the UK Financial Services Authority); (iii) Professional Investors (as defined by the Hong Kong Securities and Futures Ordinance); or; (iv) "qualified institutional investors" (tekikaku kikan tohshika) (as defined by the Financial Instruments and Exchange Law of Japan, as amended) (collectively, "Sophisticated Investors"). By executing this Agreement, attending any of our conferences or events or by accepting Capital Introductions or references by us, you confirm, represent and warrant your status as a Sophisticated Investor. Any Funds, investments and securities that may be discussed at a conference or event generally will not have been registered or qualified with, nor approved or disapproved by any regulatory or governmental authority, nor has any regulatory or governmental authority passed upon the accuracy or adequacy of any information that has been or will be provided.
You understand that (a) investments in Funds are speculative, involve a high degree of risk, and are illiquid; (b) Funds may be highly leveraged and their performance can be volatile; and (c) you could lose all or a substantial amount of any investment you make in any Fund.
You agree and acknowledge that Credit Suisse, through its Capital Services Group, may also provide capital raising services (including acting as placement agent) to Funds and Managers, clients of Credit Suisse and its own affiliates and that you may be approached or contacted in connection with capital raising services. You further acknowledge and agree that Credit Suisse may be compensated for and benefit from providing such capital raising services. These capital raising services are outside the scope of this Agreement. Should you be contacted in connection with capital raising services, Credit Suisse may require you to sign additional documentation.
Either you or we may terminate this Agreement at any time by providing notice to the other party.
If CSSU makes Capital Introductions to you, this Agreement shall be governed by and construed in accordance with the laws of the State of New York and you submit to the exclusive jurisdiction of the courts of New York State. If CSE makes Capital Introductions to you, this Agreement shall be governed by and construed in accordance with the laws of England and you submit to the exclusive jurisdiction of the courts of England. If CSHK makes Capital Introductions to you, this Agreement shall be governed by and construed in accordance with the laws of the Hong Kong and you submit to the exclusive jurisdiction of the courts of Hong Kong. If CSJ makes Capital Introductions to you, this Agreement shall be governed by and construed in accordance with the laws of Japan and you submit to the exclusive jurisdiction of the courts of Japan.
You represent and warrant that the individual clicking the button below that states "We Hereby Accept The Above Terms and Conditions" is duly authorized by all necessary action to agree to and accept these Capital Introductions Terms on your behalf.
THIS AGREEMENT AND ANY OTHER MATERIALS OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH CAPITAL INTRODUCTIONS WE MAKE TO YOU (INCLUDING SUMMARY INFORMATION AND INFORMATION WE DISTRIBUTE AT CONFERENCES OR EVENTS) DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY AN INTEREST OR MAKE AN INVESTMENT IN ANY FUND OR ANY SECURITIES, TO OR FROM ANY PERSON IN ANY JURISDICTION. ANY SUCH OFFER OR SOLICITATION MAY ONLY BE MADE PURSUANT TO A CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM AS SUPPLEMENTED FROM TIME TO TIME THAT RELATES SPECIFICALLY TO SUCH FUND, INVESTMENT OR SECURITIES.
For the purposes of this letter any reference to "us" or "we" means Credit Suisse and any reference to "you" or "your" means the Investor whose details appear at the top of this Agreement and if that Investor acts as a Manager or agent on behalf of others, then any reference to "you" or "your" means any entities on whose behalf any such Manager or agent shall request Capital Introductions.
To accept these Capital Introductions Terms please click on the acceptance button below. By doing so, a legally binding contract will be created between you and Credit Suisse on the terms of these Capital Introductions Terms. Only click on the acceptance button if you intend to be legally bound by these Capital Introductions Terms.