This Agreement constitutes our Capital Introductions terms and conditions 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 Introductions terms entered into by such means.
To accept these Capital Introductions terms please click on the acceptance button below. By doing so, (i) you confirm that you are requesting information, at your own initiative, about this Credit Suisse event and the managers presenting at this event and that (ii) a legal 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 request, at your own initiative, the Capital Introductions services described in the Schedule to these Capital Introductions terms and be legally bound by these Capital Introductions terms.
Capital Introductions Services Agreement
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 Introductions Services Agreement (this "Agreement", Credit Suisse, "we" or "us" means Credit Suisse AG ("CSAG)", Credit Suisse Securities (USA) LLC ("CSSU"), Credit Suisse Securities (Europe) Limited ("CS"), Credit Suisse (Hong Kong) Limited (CSHK"), Credit Suisse Securities (Japan) Limited ("CSJ") and/or each of their affiliates and subsidiaries (collectively, Credit Suisse".
The range of our Capital Introductions services is described in the attached Schedule. By accepting the terms of the Schedule, you are expressly requesting us to provide such Capital Introductions to you.
We will endeavor to introduce you to Funds or to any asset manager, investment manager, other manager or agent "Managers" appointed by any such Funds to act on their behalf, as requested by you in the Schedule ("Capital Introductions").
By notifying us of your investment interests in the Schedule, attending any conference or event arranged by us or by accepting any introductions from or by us in this regard, you shall be deemed to have consented to 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 charge neither 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:
1. we do not recommend or endorse any Funds or Managers;
2. 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 to which you are subject (even if you have informed us of your objectives or restrictions);
3. our making a Capital Introduction and/or providing any information to you does not constitute investment advice or a recommendation or an offer to buy or sell any securities or investments and should not be relied upon as the basis for any investment decision. You must make your own independent assessment (based on such independent legal, tax and other investment advice as you consider appropriate) of whether investment in any Fund is appropriate for you and you accept that any investment will be at your own risk;
4. we do not act as agent or representative of any Fund or Manager 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 independent legal, tax and other investment advice you consider appropriate) on those matters; and
5. 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 as to whether it would be appropriate for you to carry out any such checks as part of your investment decision.
We may from time to time forward you summary information about a relevant Manager or Fund 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. Should you wish to invest in any Fund, prior to making any investment decision, you should obtain, from the Manager directly, and review a copy of any relevant prospectus or other offering or subscription documents. Such documents are not available from Credit Suisse.
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 (a) 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 (b) 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 (c) where you are acting as a manager, consultant or other agent on behalf of others, not to redistribute any such materials, or make them or the information otherwise divulged to you, available, in whole or in part, to any other person (including your underlying clients) in a jurisdiction in which such distribution or communication is not permitted, whether under local law or regulation or as communicated by Credit Suisse or otherwise, and (d) 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 entities, institutions or investment funds that are: (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 Conduct Authority, as amended); (iii) "professional investors" (as defined by the European Alternative Investment Fund Managers Directive 2011/61/EU, as amended) (iv) Professional Investors (as defined by the Hong Kong Securities and Futures Ordinance, as amended); (v) "qualified institutional investors" (tekikaku kikan tohshika) (as defined by the Financial Instruments and Exchange Law of Japan, as amended); (vi) "qualified investors" or independent asset managers considered as equivalent to such "qualified investors" or "authorized distributors" (in each case, as defined in or pursuant to the Swiss Collective Investment Schemes Act of 2006, as amended) and/or (vii) of an equivalent standing to any of the aforementioned categories of investors in any other relevant jurisdiction (each a "Sophisticated Investor". By entering into this Agreement, attending any of our conferences or events or by accepting Capital Introductions from us, you confirm, represent and warrant, on an ongoing basis, your (or, in the case of a consultant, manager or other agent, each of your underlying clients' (or funds' 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 agree and acknowledge that Capital Services personnel may also assist other business divisions within Credit Suisse providing 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 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.
You agree to indemnify Credit Suisse and its employees, directors, officers and agents from any and all claims, costs, damages, losses and expenses (including, but not limited to, all reasonable attorney fees) arising directly or indirectly from your receipt of Capital Introductions.
Either you or we may terminate this Agreement at any time by providing notice in writing to the other party.
If CSAG makes Capital Introductions to you, this Agreement shall be governed by and construed in accordance with the laws of Switzerland and you submit to the exclusive jurisdiction of the courts of Switzerland. 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 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(s) agreeing on your behalf to be bound by this Agreement and any Schedule is/are duly authorized by all necessary action to enter into this Agreement and any such Schedule on your behalf and, if you are acting as a manager, consultant or other agent on behalf of others, on behalf of any entities in respect of which you are receiving the Capital Introductions services referenced herein and/or requesting Capital Introductions.
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 Agreement any reference to "us" or "we"means Credit Suisse and any reference to "you" or " your" means the person or entity to which this Agreement is addressed (the "investor" and if that Investor acts as a manager, consultant or other agent on behalf of others, then any reference to "you" or "your" also means any person or entity on whose behalf any such manager, consultant or other agent shall receive the Capital Introductions services referenced herein and/or request Capital Introductions; and it is understood that any reference herein to any investment decision or investment is intended to be a reference to those of your underlying client.
Any notices to be provided under this Agreement should be sent:
(a) in the case of the Investor, to the address and contact person named at the top of this Agreement; and
(b) in the case of Credit Suisse, to your Capital Services Group coverage person and to the attention of the Capital Services Group at:
(i) in respect of CSAG, Uetlibergstrasse 231, 8045 Zurich - email: email@example.com;
(ii) in respect of CSSU, Eleven Madison Avenue, New York, NY 10010-3629, USA - email: firstname.lastname@example.org;
(iii) in respect of CSE, One Cabot Square, London E14 4QJ, United Kingdom - email: email@example.com;
(iv) in respect of CSHK, International Commerce Centre, One Austin Road West, Kowloon, Hong Kong - email: firstname.lastname@example.org; and
(v) in respect of CSJ, 6-1 Roppongi 1-Chome, Minato-Ku, Tokyo 106-6024, Japan - email: email@example.com.
If you are accepting this Agreement in your capacity as a manager, consultant or other agent on behalf of an underlying client, you represent and warrant to Credit Suisse that you have the requisite sophistication and expertise to provide such consulting services to your underlying clients without breaching the terms of this Agreement. Furthermore, you represent and warrant to Credit Suisse that you will exercise due skill, care and diligence in the selection of any underlying clients in respect of which you are receiving the Capital Introductions services referenced herein and/or requesting Capital Introductions and will not pass on or communicate to such persons any information received as a result of such services that may result in a breach of the terms of this Agreement.
Please see the Schedule on the following page setting out a description of the Credit Suisse Introductions Services that you are requesting, at your own initiative, by accepting these Capital Introductions Terms.
Schedule: Investor Request for Credit Suisse Capital Introductions Services