Disclaimer

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IMPORTANT

The information located on this website is for informational purposes only and should not be construed as legal, tax, investment or other advice and does not constitute an offer to sell, or the solicitation of an offer to buy, any securities managed or marketed by CIMCO Partners. Investments in the Funds are privately offered to investors who satisfy the eligibility criteria described in the Fund Documents.

A subscription to any of our funds may only be made by means of the Private Information Memorandum and the Fund’s subscription documents (“Fund Documents”), which should be read in their entirety. Offerings of investments in investment vehicles marketed by CIMCO Partners are made through a confidential offering memorandum and subscription materials. In addition such offers are made only to investors who meet certain statutory and/or regulatory criteria. These criteria vary depending on the investment vehicle and the jurisdiction of the prospective investor. For example, most of our private investment vehicles require that investors be “qualified investors,” meaning institutions with at least $25 million of investments or individuals with at least $1 million of liquid net assets and none of our investments are eligible for US Persons. In addition, these investments typically have investment minimums. Before providing information to any person regarding such investments, CIMCO Partners will need to ensure that such institution or person satisfies the relevant criteria. Satisfaction of such criteria will not guarantee that an offer to invest in a fund will be made or that any information will be made available. Such offers are made at the sole discretion of CIMCO Partners.

All investments involve the potential for a loss of capital. This information is not intended to be complete or final and is qualified in its entirety by the relevant Fund Documents. The information in these documents is confidential, and is intended solely for use by the person to whom it is given and may not be reproduced or redistributed.

Neither the Securities and Exchange Commission nor any State Securities Administrator has passed on or endorsed the merits of any offering of interests in the funds, nor is it intended that they will. Any representation to the contrary is a criminal offense. Past performance is not a guarantee of future results.

INVESTOR SUITABILITY

Pursuant to the terms of the Private Information Memorandum, the Shares are being offered only to Eligible Investors. An Eligible Investor must:

(i) be Experienced Investors as defined under the Financial Services (Experienced Investor Funds) Regulations, 2005; and

(ii) be a Non-U.S. Person.

Each prospective investor shall be required to represent that they meet the above criteria and are an Eligible Investor. The Board of Directors, in its discretion, may decline to accept the subscription for Shares of any prospective investor.

EXPERIENCED INVESTORS

The Company is an Experienced Investor Fund as defined under the Gibraltar Financial Services (Experienced Investor Funds) Regulations, 2005. Participation Shares may be subscribed to only by Experienced Investors as defined under the Gibraltar Financial Services (Experienced Investor Funds) Regulations, 2005. An Experienced Investor is generally:

(a) a person or partnership whose ordinary business or professional activity includes, or it is reasonable to expect that it includes, acquiring, underwriting, managing, holding or disposing of investments, whether as principal or agent, or the giving of advice concerning investments;

(b) a body corporate which has net assets in excess of €1,000,000 or equivalent or which is part of a group which has net assets in excess of €1,000,000 or equivalent;

(c) an unincorporated association which has net assets in excess of €1,000,000 or equivalent;

(d) the trustee of a trust where the aggregate value of the cash and investments which form part of the trust’s assets is in excess of €1,000,000 or equivalent;

(e) an individual whose net worth, or joint net worth with that person’s spouse, is greater than €1,000,000 or equivalent, excluding that person’s principal place of residence; or

(f) a participant who invests a minimum of €100,000 or equivalent in the Company.

NON U.S. PERSON

The term “Non-U.S. Person” shall mean a person or entity that is not a U.S. Person. A U.S. Person is a person who is in either of the following two categories: (a) a person included in the definition of “U.S. person” under Rule 902 of Regulation S under the Securities Act or (b) a person excluded from the definition of a “Non-United States person” as used in United States Commodity Futures Trading Commission (the “CFTC”) Rule 4.7. For the avoidance of doubt, a person is excluded from this definition of U.S. Person only if he or it does not satisfy any of the definitions of “U.S. person” in Rule 902 and qualifies as a “Non-United States person” under CFTC Rule 4.7.

Regulation S under the Securities Act defines a “U.S. Person” to be:

(a) Any natural person resident in the United States;

(b) Any partnership or corporation organized or incorporated under the laws of the United States;

(c) Any estate of which any executor or administrator is a U.S. person;

(d) Any trust of which any trustee is a U.S. person;

(e) Any agency or branch of a non-U.S. entity located in the United States;

(f) 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;

(g) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(h) Any partnership or corporation if:

(i) Organized or incorporated under the laws of any non-U.S. jurisdiction; and

(ii) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D under the Securities Act) who are not natural persons, estates or trusts.

Notwithstanding the above, Rule 902 of Regulation S under the Securities Act states that the following are not “U.S. persons”:

(a) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(b) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(i) an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(ii) the estate is governed by non-U.S. law;

(c) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(d) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(e) Any agency or branch of a U.S. person located outside the United States if:

(i) The agency or branch operates for valid business reasons; and

(ii) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(f) certain international organisations as specified in Rule 902(k)(2)(vi) of Regulation S under the Securities Act.

CFTC Rule 4.7 currently provides in relevant part that the following persons are considered “Non-United States persons”:

(a) a natural person who is not a resident of the United States;

(b) a partnership, corporation or other entity, other than an entity organised principally for passive investment, organised under the laws of a non-U.S. jurisdiction and which has its principal place of business in a non-U.S. jurisdiction;

(c) an estate or trust, the income of which is not subject to United States income tax regardless of source;

(d) an entity organised principally for passive investment such as a pool, investment company or other similar entity, provided, that units of participation in the entity held by persons who do not qualify as Non-United States persons or otherwise as qualified eligible persons (as defined in CFTC Rule 4.7(a)(2) or (3)) represent in the aggregate less than ten per cent. of the beneficial interest in the entity, and that such entity was not formed principally for the purpose of facilitating investment by persons who do not qualify as Non-United States persons in a pool with respect to which the operator is exempt from certain requirements of Part 4 of the CFTC’s regulations by virtue of its participants being Non-United States persons; or

(e) a pension plan for the employees, officers or principals of an entity organised and with its principal place of business outside the United States.

Subscribers will be considered to be a U.S. person if its acquisition of Shares facilitates the use of an offshore entity by any U.S. person as a means to evade the requirements of the Investment Company Act.

Benefit Plan Investor – “Benefit Plan Investor” is used as defined under U.S. Department of Labor (“DOL”) regulation C.F.R. 2510.3-101 and Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (collectively, the “Plan Asset Rule”) and includes (i) any employee benefit plan subject to Part 4 of Title I of ERISA, (ii) any plan to which Code Section 4975 applies (which includes a trust described in Code Section 401(a) that is exempt from tax under Code Section 501(a), a plan described in Code Section 403(a), an individual retirement account or annuity described in Code Section 408 or 408A, a medical savings account described in Code Section 220(d), a health savings account described in Code Section 223(d) and an education savings account described in Code Section 530); and (iii) any entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (generally because 25 per cent. or more of a class of equity interests in the entity is owned by plans). An entity described in (iii) immediately above will be considered to hold plan assets only to the extent of the percentage of the equity interests in the entity held by benefit plan investors. Benefit Plan Investors also include that portion of any insurance company’s general account assets that are considered “plan assets” and (except if the entity is an investment company registered under the 1940 Act) also include assets of any insurance company separate account or bank common or collective trust in which plans invest.

Each prospective investor will be required to certify to the Fund that, among other things, the Shares are not being acquired, and will not at any time be held, for the account or benefit, directly or indirectly, of any U.S. Person. Shareholders are required to notify the Fund immediately of any change in such information.

The suitability standards referred to above represent minimum suitability requirements for investors and the satisfaction of such standards by a prospective investor does not necessarily mean that the Shares are a suitable investment for such prospective investor or that the prospective investor's subscription will be accepted. The Board of Directors may, in circumstances it deems appropriate, modify or waive such requirements. In addition, the Board of Directors has the right to reject a subscription for any reason deemed by the Board of Directors, in its discretion, to be sufficient.

Each prospective investor is urged to consult with its own advisors to determine the suitability of an investment in the Shares, and the relationship of such an investment to the purchaser's overall investment program and financial and tax position. Each prospective investor is required to represent further that, after all necessary advice and analysis, its investment in the Fund is suitable and appropriate, in light of the foregoing considerations.

Each prospective investor shall be required to verify in its Subscription Agreement that such prospective investor is an Eligible Investor and that the purchase of and payment for the Shares is in compliance with all relevant laws of the prospective investor’s jurisdiction or residence. IT IS THE RESPONSIBILITY OF EACH PROSPECTIVE INVESTOR TO INDEPENDENTLY VERIFY THAT THEY ARE AN ELIGIBLE INVESTOR.

To be able to accept or decline you must read through the disclaimer