Fund Listing Policy
This Fund Listing Policy was last updated March 13, 2017.
- “Fund” means a hedge fund, private equity fund or other collective investment vehicle managed by a Manager;
- “Fund Documents” means documents relating to the organization, marketing, performance and/or activities of the Fund;
- “Fund Profile” means a page located within Fundbase which allows the Manager to upload and edit Information and to upload Fund Documents;
- “Fundbase” means all or any of Fundbase Fund Services AG, its subsidiaries and their respective directors, officers, employees, contractors and consultants;
- “Fundbase Platform” and the “Service” means Fundbase’s platform and service which is accessible through “ www.fundbase.com ”, which contains Fund Profiles, is password protected and is only accessible for the use of Fundbase by Qualified Investors and Managers under their respective local regulations;
- “Information” means information provided by the Manager about the Fund and the Manager including information contained in Fund Documents;
- “Manager” means investment management firms that manages Funds and is responsible to maintain the respective Fund Profiles;
- “Qualified Investor” means persons who have represented to Fundbase during their Registration (and based on the presented regulatory articles) that they meet respective local accreditation requirements and are (i) in the case of Swiss persons, a "qualified investors" within the meaning of Article 10 CISA with domicile/registered seat in Switzerland, (ii) in the case of persons from the European Union, a “professional investor” or a “qualified investor”, (iii) in the case of U.S. persons, an “accredited investor” or a “qualified purchaser”; or (iv) in the case of persons not falling under (i), (ii) or (iii) above, professional or other sophisticated investors or prospective investors to whom Fundbase may lawfully provide its services according to local regulations;
The Fundbase Platform and the Service are only available to business entities and their authorized users who are (1) Qualified Investors and their service providers, (2) Managers and their service providers, or (3) who are consultants, investment advisers or other agents acting solely on behalf of Qualified Investors (together with the Qualified Investor and its service providers the “Investor Entities” ) or to the extent permitted under applicable laws. Funds and Managers are not offering any investment service or product by means of the Service but may provide information through the Fundbase Platform for information purposes to investors and prospective investors. The information contained on this website should not be construed as financial or investment advice on any subject matter. Fundbase does not warrant the accuracy of the information provided on the platform or in any linked site, either expressly or impliedly, for any particular purpose and expressly disclaims any warranties of merchantability or fitness for a particular purpose. Under no circumstances shall the Manager represent to others that a Fund has been endorsed, approved, or recommended by Fundbase (or words of similar effect).
PURPOSE AND DATA CONFIDENTIALITY
In consideration of being provided with the Information, Fundbase agrees that:
- Fundbase shall use the Information solely for the “Purpose” of providing (a) to potential clients (Investor Entities) marketing material, reference performance figures, and general and contact data for investment discovery purposes, (b) to existing clients investment specific (down to class/series level) figures and documents (such as estimate/final NAVs, holding statements, etc.) for investment monitoring purposes.
- The Information will be kept confidential and Fundbase may not, without the prior consent of Manager, (a) disclose the Information, in any manner whatsoever, in whole or in part, except as permitted under this Policy, (b) use the Information, other than for the Purpose or (c) reproduce the Information for any reason other than in furtherance of the Purpose. Fundbase shall use the same standard of care to protect the Information as it uses to protect its own confidential information of a similar nature, but in no event shall it use less than a reasonable standard of care.
- Information will remain the property of Manager notwithstanding disclosure hereunder. Disclosure of Information hereunder will not be deemed to constitute a grant, by implication or otherwise, of a right or license to the Information or in any patents or patent applications of Manager.
Fundbase hereby acknowledges that it is aware, and that it has advised eachr epresentative and its customers, that securities laws prohibit any person who has material non-public information about an entity from using such material non-public information to purchase or sell securities of such entity without the prior public dissemination of such information.
GENERAL INVESTMENT INFORMATION
DATA DISCLOSURE EXCEPTIONS
In the event that Fundbase or anyone to whom the Information was transmitted is requested or becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any of the Information, prior to such disclosure, Fundbase will provide Manager with prompt written notice if legally permitted so that Manager may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Policy. In the event that such protective order or other remedy is not obtained, or that Manager waives compliance with the provisions of this Policy, Fundbase will furnish only that portion of the Information which Fundbase is advised by counsel is legally required, and will exercise its best efforts to cooperate with Manager in its efforts to obtain reliable assurance that confidential treatment will be accorded the Information. Notwithstanding the foregoing, Fundbase will be permitted to disclose the Information or any portion thereof upon the request of any government or regulatory or self-regulatory body having or claiming authority to regulate or oversee any aspect of Fundbase’s business or that of its affiliates, provided that such request is not made specifically in respect of Manager or the Information, provided further that Fundbase advises such regulator of the confidential nature of the Information and request confidential treatment of the Information.
This Policy shall be inoperative as to such portions of the Information, which (a) are or become generally available and known to the public other than as a result of a disclosure directly or indirectly by Manager or any representative; (b) were or become lawfully available to Fundbase on a non-confidential basis from a source other than Manager or one of its agents or representatives, which is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Manager or any other party with respect to any portion of such information; or (c) were independently developed by representatives without access to the Information and without violating any of the obligations under this Policy.
Manager reserves the right, among other legal rights, to revoke Fundbase’s access to the Information at any time. Upon any decision by Fundbase to not continue with the Purpose, or at any time following a request by Manager (which Manager may make at any time in its sole discretion), Fundbase will promptly return all tangible Information provided hereunder and expunge all traces of the Information from its information technology systems, provided, however, that Fundbase may retain one copy of the Information if required by law or regulatory authority, and provided, further, that Fundbase cannot expunge any copies of the Information made by Authorized Clients,and provided, further, that Fundbase need only expunge copies of the Information from archival and disaster recovery systems to the extent doing so is not commercially burdensome. Any Information not destroyed or returned will remain subject to this Policy.
GENERAL TERMS AND CONDITIONS
Fundbase may provide you with notices, including those regarding changes to Fundbase’s terms and conditions, by email, regular mail or postings on the Service. Notice will be deemed given twenty-four hours after email is sent, unless Fundbase is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Service is deemed given 30 days following the initial posting.
Without limiting the foregoing, the Service is not available where it is illegal to use, and Fundbase reserves the right to refuse and/or cancel the provision of the Service to anyone at its own discretion. Because of the global nature of the Internet, you agree to comply with all local rules regarding online conduct, including all laws, rules, codes and regulations of the country in which you reside and the country from which you access the Service. You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms of Listing are contingent on your compliance with this provision.
Governing Law and Jurisdiction
These Terms of Listing are governed by the laws of Switzerland and the ordinary courts of the Canton of Schwyz (CH) shall have exclusive jurisdiction, subject to appeal (including appeal to the Swiss Federal Court), as provided by law; venue being Pfaeffikon (Gemeinde Freienbach).
If any provision of these Terms of Listing is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Listing to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
Upon termination of these Terms of Listing, any provision which, by its nature or express terms should survive, will survive such termination or expiration