Disclaimer

The information within this site is issued by Ruby Capital Partners LLP to sophisticated investors who are professional clients or eligible counterparties under the Rules of the United Kingdom Financial Services Authority ("FSA") and “Accredited Investors” as defined in Regulation D promulgated under the U.S Securities Act 1933 as Amended (“the Securities Act”) and “Qualified Purchasers” as defined under the U.S Investment Company Act 1940 as Amended (“the Company Act”).

The information within this site is unsuitable for any other party who should exit the Website immediately. If you are unsure as to whether or not you qualify, please contact Ruby Capital Partners LLP.

The information below explains the legal and regulatory restrictions in relation to the Ruby Capital Partners LLP website.

Please read the Terms carefully which may be subject to change without notice. By accessing any page of this Website, you agree to be bound by the Terms below. If you do not agree to the Terms below, please exit the Website. This page is designed to filter out unsuitable categories of investor from accessing the site and as such Ruby Capital Partners LLP cannot be responsible for any misrepresentations you may make in gaining unauthorised access to the site.

These Terms may be amended without notice to you. Your continued use of the Website following any changes will mean that you accept such changes.

Regulatory Disclosures

Ruby Capital Partners LLP is authorised and regulated by the FSA. Most if not all of the protections provided by the United Kingdom regulatory system will not apply to investments in the products detailed within this site.

Access to this website from certain countries may be restricted by law and you are required to determine that you are permitted to access it.

Content of Web Site

By proceeding you agree, so far as this is permitted under the provisions of the UK regulatory system, to the exclusion by us of any liability, including without limitation that arising from any loss of profit or any other damage direct or consequential, in respect of any errors and/or omissions by us and/or any relevant third parties in respect of the content. This paragraph will not exclude any liability for, or remedy in respect of, fraudulent misrepresentation. This website is published solely for informational purposes and has no regard to specific investment objectives, financial situation or particular needs of any person. Any opinions or estimates included herein constitute a judgment as of the date of publication and are subject to change without notice. Similarly, any documents or other information included or posted on this website are subject to change, replacement or withdrawal without notice. It is the responsibility of users of this website to ensure they are aware of the current documentation and information published on this website from time to time. No reliance may be placed for any purpose on the information and opinions contained in this website or their accuracy or completeness and no representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained in this website.

Investment Risk

There are significant risks associated with investment in the products outlined in the site. Investment is intended for sophisticated investors who can accept the risks associated with such an investment including a substantial or complete loss of their investment and who have no need for immediate liquidity in their investment. Investments will be subject to strict limitations on transferability and withdrawal. There will be no secondary or public market.

The value of investments and any income derived from them can go down as well as up and the value of an investor’s investment may be subject to sudden and substantial falls. The loss on realisation may be very high and could result in a substantial or complete loss of investment.

Most if not all of the protections provided by the United Kingdom regulatory structure will not apply to investments. Investors should be fully aware of the restrictions on transfer of investments.

Some investment positions may be illiquid and investment may be made in non-publicly traded securities.

The foregoing list of risk factors is not complete and reference should be made to the relevant Offering Memorandum. An investment may only be made after receiving and reviewing the Offering Memorandum and the risk factors contained therein. You should rely only on the Offering Memorandum in making any decision to invest.

Solicitation

The site does not constitute and should not be used for the purpose of an offer or solicitation in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful or not authorised. Persons resident in territories other than the UK should consult their professional financial advisers as to whether they require any governmental or other consents or need to observe any formalities to enable them to invest in any product described in this Website.

United States of America

The provision of the information in this web site does not constitute an offer to purchase or the solicitation of an offer to sell any securities to any person in the United States or to any U.S. Person as such term is defined under the Securities Act of 1933, as amended. The information contained in this site about Ruby Capital Partners LLP is not directed to any person in the United States.

Advice

No information contained within this Website should be construed as investment advice. We do not give any advice or make any representations through the website as to whether any security or investment is suitable to you or will be profitable. Nothing on the website is intended to be, and you should not consider anything on the website to be, investment, accounting, tax or legal advice. If you would like investment, accounting, tax or legal advice, you should consult with your own financial advisors, accountants or attorneys regarding your individual circumstances and needs.

Taxation

Taxation will depend on individual financial circumstances and the country of residence.

Unregulated Schemes

The product described on the site is an unregulated collective investment scheme. Its promotion or offering in the United Kingdom is restricted to institutions or individuals falling within COBS 4.12, Chapter 4 of the FSA Handbook, and the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes (Exemptions) Order 2001).

When viewing any area of the site related to this unregulated fund, you confirm that you are authorised to carry out investment business under FSMA or are a person falling within the eligible categories of permitted investors (Rule 4.12, COBS Chapter 4 of the FSA Handbook, and the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes (Exemptions) Order 2001)).

By proceeding you confirm: that you are not a private or retail investor or subject to any jurisdictional restrictions permitting access to information on unregulated collective investment schemes and that you fall within one of the permissible categories under Rule 4.12, COBS Chapter 4 of the FSA Handbook, and the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes (Exemptions) Order 2001.

Distribution of information contained on this site is strictly prohibited without express permission from Ruby Capital Partners LLP

Content of Website and Liability

The website is protected by one or more copyrights, patents, database rights, trademarks, servicemarks and/or other intellectual property and proprietary rights that are owned by Ruby, its affiliates and/or third parties.

You may not remove any copyright, trademark or other proprietary notice or legend contained on (or printed from) the website. You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the website. You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the website except as explicitly permitted in this User Agreement.

You may print copies of any accessible portion of the website only for your own personal use. You may discuss information that you learn from the website with your financial, legal or tax advisors, and others with whom you share investment decisions.

You represent and warrant that you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms.

RUBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE WEBSITE THAT THE LAW ALLOWS IT TO DISCLAIM. THE WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE WEBSITE INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE WEBSITE OR ANY PART OF THE CONTENT.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY AND ALL DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF ANY ASSET, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION.

You agree to indemnify, defend and hold harmless Ruby and its affiliates, agents, employees and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: your use of the website, your breach of these Terms or any representation, warranty or covenant made by you in these Terms, your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights, or claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in these Terms.

Password Confidentiality

You are solely responsible for maintaining the confidentiality and security of all Content and your password. You may not disclose any Content or your password to any third party, except that you may discuss information that you learn from the website with your financial, legal or tax advisors, and others with whom you share investment decisions.

You accept full responsibility for any use of your password. You must notify Ruby immediately of any actual or suspected loss, theft or unauthorized use of your password.

We are not obligated to inquire as to the authority or propriety of any use of or action taken under your password. We will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.

Ruby is not liable for any technological problems and any impact that they may have.

All or any portion of the website may not be available and may not function properly at any time. We make reasonable efforts to avoid technological problems, but at any time the website may have and may cause technological problems such as viruses and other damaging computer programming routines or engines.

We take reasonable security precautions when using the Internet, telephone or other means to transport data or other communications, but we disclaim liability for any interception of data or communications. We make reasonable efforts to ensure that the website is secure but we do not guarantee the security of the website.

We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the website. We are not liable for any defects, delays or errors in or resulting from your use of the website.

Ruby is not responsible for information on any third party website that is referred in, or accessible or connected by hyperlink to, the website. If you access any third party website through the website or otherwise, you do so at your own risk. Hyperlinks to or from the website do not constitute third party endorsement of, sponsorship by or affiliation with us.

By proceeding you confirm: that you are not a Retail Customer or subject to any jurisdictional restrictions permitting access to information on unregulated collective investment schemes and that you fall within one of the permissible categories under COBS 4.12 of the FSA Handbook, and the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes (Exemptions) Order 2001.

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