Investor Agreement

This Agreement executed as a deed by GFIC Limited (“we” or “us”) and the Investor (“you”) hereto and delivered as a deed on the date we accept your Fund Subscription Form, sets out the terms and conditions agreed between us and you, as the Investor named in the Fund Subscription Form accepted by us, relating to your participation in the Fund.

This Agreement together with the Fund Particulars and the Fund Subscription Form will, upon acceptance by us, constitute the entire agreement in respect of your participation in the Fund, and will be binding between you and us from the date of acceptance.

You warrant that you have read the Fund Particulars and the Fund Subscription Form and understand the risks and drawbacks of participation in the Fund, as outlined by the risk summary in the Fund Particulars, before proceeding with your participation in the Fund.

1.1. Any reference to a statute, statutory instrument, rules or regulations is reference to that statute, statutory instrument, rule or regulation as from time to time, amended, re-enacted or replaced and to any codification, consolidation, re-enactment or substitution thereof as from time to time in force.

1.2. References to the singular only shall be taken to mean the plural where context requires and vice versa.

1.3. Unless indicated otherwise, references to Clauses shall be references to Clauses in this Agreement.

1.4. Headings to Clauses are for convenience only and shall not affect the interpretation of this Agreement.

2.1. REGULATORY STATUS OF THE FUND

2.1.1. The Fund may be classified as an open-ended non-mainstream pooled investment vehicle (“NMPI”), which means that your investments will be managed alongside the investments of other investors in the Fund as one portfolio by us, however you will retain ownership of the underlying investments made on your behalf at all times, and any payments or income you receive from your investments will come to you directly.

2.1.2. Neither we nor the Fund are authorised, regulated or registered under the financial regulations of the United Kingdom, USA, Canada, Australia, Japan or any other country. Accordingly, unless exemptions are available from any relevant local locals, the Fund may not be available in these countries, nor may you be entitled to the benefits of any regulatory protections.

2.1.3. You acknowledge that you have informed yourself as to (a) the legal requirements within your countries (including, the United Kingdom); (b) any foreign exchange restrictions and considerations that may be applicable; and (c) the income and other tax consequences which may apply in your countries.

2.1.4. We are a private company limited by shares registered in England & Wales, incorporated on 16 October 2019 with company number 12264961 and our registered office is at 39 Craven Hill Gardens, London W2 3EA.

2.2. REGULATORY STATUS OF THE INVESTORS

2.2.1. In the United Kingdom, 

(a) the Fund may only be promoted to, or participated in by, a person who is either (i) a Professional Client, (ii) a Retail Client who is a Certified High Net Worth Individual, (iii) a Retail Client who is a Certified Sophisticated Investor, or (iv) a Retail Client who is a Self-Certified Sophisticated Investor; and

(b) subscriptions will only be accepted by persons falling within the Retail Client classifications above where (i) the person has received advice from a suitably qualified person that the Fund is a suitable investment for them, or (ii) where we have determined that it is appropriate, from that person’s circumstances, for them to participate in the Fund. If we cannot determine that person’s classification or circumstances, we will reject the subscription.

2.2.2. In any country other than the United Kingdom, you must determine whether you can participate in the Fund.

3.1. Nothing in this Agreement shall constitute financial or other advice to you, or give rise to any obligation on our part to provide such advice. 

3.2. You are required to seek such advice as you may consider appropriate from a suitably qualified person in connection with your participation in the Fund.

4.1. The terms and conditions relating to the Fund are governed by the Fund Particulars and the Fund Subscription Form in service at the time of this Agreement, which you agree are incorporated into this Agreement, and if there is a conflict, this Agreement shall have precedence. These terms and conditions include, but are not limited to, details about (a) the company that owns and operates the Fund; (b) the objectives, strategies, policies, implementation, operation and returns, risks, fees and other aspects of the Fund; and (c) the processes and nature of the Investor’s engagement with the Fund.

5.1. COMMENCEMENT

5.1.1. By signing the declaration contained in the Fund Subscription Form, you agree to be bound by the terms and conditions of this Agreement.

5.1.2. This Agreement comes into effect on the date on which we accept your Fund Subscription Form. If accepted, we will notify you in writing that your Fund Subscription Form is accepted in respect of your participation in the Fund.

5.2. CANCELLATION

5.2.1. You have the right to cancel your participation in the Fund at any point up until 14 calendar days after the Commencement of this Agreement by giving us notice in writing.

5.2.2. If you exercise your cancellation rights, we will refund any money paid by you, less any charges we have already incurred for any service undertaken in accordance with this Agreement. We may be required to hold your monies until we have satisfactorily completed our anti-money laundering checks.

5.2.3. We will endeavour to return any such money as soon as possible (but in any event, not more than one calendar month following cancellation). You will not be entitled to interest on such money.

5.2.4. If you do not exercise your cancellation rights within this time period, you will still be entitled to exercise your termination rights under this Agreement.

5.2.5. The right to cancel does not give you the right to cancel, terminate, or reverse any particular transaction made for you before cancellation takes effect.

5.3. TERMINATION

5.3.1. You have the right to terminate this Agreement at any time by giving us not less than one calendar months’ notice in writing, or such shorter period as we may determine according to this Agreement.

5.3.2. Your participation in the Fund will terminate when your subscription term expires (if so defined) or if you exercise your termination or cancellation rights.

5.3.3. We reserve the right to terminate this Agreement at any time by giving you not less than one calendar months’ notice in writing. Where required to do so by applicable law or regulation or where it becomes impossible, impractical or unreasonable for us to continue to manage the Fund or your participation in it, we may terminate this Agreement immediately in writing.

5.3.4. We will be entitled to terminate this Agreement immediately on notice in writing if: (a) you have committed a material breach of any provision of this Agreement and, in the case of a breach capable of remedy, failed to remedy such breach within one calendar month of receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or (b) you are the subject of a bankruptcy petition or order or a proposal for an individual voluntary arrangement.

5.3.5. This Agreement will terminate, unless we elect otherwise, with immediate effect should we be notified or become aware that you have ceased to be able to be classified as falling within any of the classes of investor set out in Clause 2.

5.3.6. Should you become a resident of or domiciled in for tax purposes the US or any other jurisdiction other than the United Kingdom, this Agreement may be terminated with immediate effect.

5.3.7. Termination will not affect accrued rights, or any contractual provision intended to survive termination.

5.3.8. On termination, we will use reasonable endeavours to complete all transactions in progress at termination expeditiously on the basis set out in this Agreement.

5.3.9. On termination, you will be liable to pay (meaning that we may debit from the proceeds of your investments in the Fund) (a) all fees and other charges accrued and remaining outstanding at the date of termination; and (b) any additional expenses necessarily incurred by us in terminating this Agreement. 

5.3.10. On termination, your investments the Fund will be realised and transferred to you, subject to the withholding or deduction of all fees payable and costs and expenses deductible pursuant to the terms of this Agreement.

6.1. OUR OBLIGATIONS

6.1.1. We will at all times act in accordance with the standard of care that could reasonably be expected of a professional Fund manager of such a type of Fund acting in good faith and with reasonable care and skill.

6.2. YOUR OBLIGATIONS

6.2.1. Your participation in the Fund shall be on the basis of the declarations and representations made by you in your Fund Subscription Form.

6.2.2. You confirm that the information stated in your Fund Subscription Form in all respects is true and accurate as at the date of this Agreement.

6.2.3. You agree to inform us, without unreasonable delay, in writing of any material change in the information provided in your Fund Subscription Form.

6.2.4. In addition, you agree to provide us with any other information, which we reasonably request, for the purposes of subscribing to or managing the Fund pursuant to the terms of this Agreement.

6.2.5. You undertake immediately upon request to ratify and confirm (to the extent the same is ever necessary) whatever we do or purport to do in the exercise of any power, right or obligation conferred by this Agreement, including but not limited to our disposal of your beneficial interest in the Fund.

6.3. DELEGATION AND ASSIGNMENT

6.3.1. We may employ agents to perform any administrative or ancillary services to assist us in performing the services under this Agreement, in which case we will act with due diligence in the selection, use and monitoring of such agents.

6.3.2. We may delegate or sub-contract the performance of any services to any person who is appropriate and we will act with due diligence in the selection, use and monitoring of such delegates and sub-contractors but otherwise shall have no liability in respect of such persons.

6.3.3. We may assign and/or transfer any of our rights or obligations under this Agreement to any person who is appropriate with such assignment and/or transfer being effective upon written notice to you. You hereby consent to such transfer and/or assignment and are deemed to agree to this Agreement (as transferred). This Agreement is personal to you and you may not assign it.

6.4. LIABILITY

6.4.1. We shall not be liable nor have any responsibility of any kind for any losses or damage incurred by you except to the extent that such losses or damage arise under the law of contract and are the direct result of any act or omission taken or omitted by us or our officers, employees and agents (or those of any of their associates) during the term of, and under, this Agreement which constitutes negligence, wilful default or fraud by us or our officers, employees and agents in providing any of the services under this Agreement.

6.4.2. We shall not be liable nor have any responsibility of any kind for any losses or damage incurred by you including losses or damage arising from:

(a) us carrying out or relying on any instructions or on any information provided or made available to us by you or any agent of yours;

(b) any delayed receipt, non-receipt, loss or corruption of any information contained in any electronic communication or for any breach of confidentiality resulting from email communication or any consequential loss arising from either of the foregoing;

(c) any defaults of any counterparty, agent, banker, nominee or other person or entity which holds money, investments or documents of the Fund, other than where such party is an associate of ours; or

(d) acts or omissions (including negligence, wilful default, fraud or insolvency) of any other person unless otherwise specified in this Agreement.

6.4.3. We shall not be liable nor have any responsibility of any kind in any circumstances for any losses or damage that constitute indirect, special or consequential loss, loss of profits, loss of savings, pure economic loss, loss of opportunity, loss of goodwill or loss of reputation in connection with or arising out of this Agreement.

6.4.4. We shall not be liable for any losses or damage incurred after the termination of this Agreement unless and to the extent that the act or omission causing such losses or damage can be evidenced to have occurred prior to the termination of this Agreement.

6.4.5. We shall not be liable nor have any responsibility of any kind for for any losses or damage incurred by you arising from any failure, interruption or delay in the performance of our obligations resulting from acts, events or circumstances not reasonably within our control including but not limited to war, riot, civil commotion, terrorism or threat thereof, acts or regulations of any governmental or supranational bodies or authorities and breakdown, failure or malfunction of any telecommunications or computer service or systems.

6.4.6. Nothing in this Agreement shall exclude or restrict any duty or liability which we may have to you under any applicable laws or regulations.

6.5. REPRESENTATIONS AND WARRANTIES

6.5.1. We do not give any representations or warranties as to the performance, returns, increase in value or profitability of the Fund. You acknowledge that participating in the Fund is a high-risk investment. You undertake that you have considered the suitability of an investment in the Fund carefully and have noted the risk warnings set out in the Fund’s Particulars.

6.5.2. You represent, warrant and agree, on the date of this Agreement and on a continuing basis, that:

(a) you have all necessary power and authority to execute, deliver and perform this Agreement and to enter into the transactions contemplated by this Agreement;

(b) you have all necessary power and authority to authorise us to negotiate, execute, deliver and perform any agreement in connection with the provision of services under this Agreement on your behalf and to perform your obligations under any such agreements and enter into the transactions contemplated by this Agreement;

(c) neither your entry into this Agreement nor into any transaction contemplated by this Agreement will breach any law or regulation applicable to you;

(d) any restrictions to which you are subject relating to this Agreement or any transaction contemplated by this Agreement and the level of risk to be reflected in our exercise of discretion (whether as a matter of legislation, our governing documentation, or otherwise), including your ability to bear losses and its risk tolerance, are set out in the Fund Particulars and we shall be entitled to assume that no restrictions other than those contained in the Fund Particulars apply;

(e) you have read and understood the risk disclosures that have been separately notified to you by us and which provide a description of the nature and risks of financial instruments including appropriate guidance on, and warnings of, the risks associated with investments in financial instruments or in respect of particular investment strategies;

(f) you are acting as principal with respect to the transactions contemplated under this Agreement and shall accordingly be liable as principal for all obligations under this Agreement;

(g) you are sole beneficial owner of all the assets in the Portfolio (or, where you are acting as trustee, you are acting on behalf of the beneficial owner) and that the assets are free from any lien, charge or other encumbrance or security interest;

(h) you shall promptly provide to us, and update as required, all information or documents that are reasonably necessary for us to receive with a view to the proper discharge of our functions under this Agreement or which we may reasonably request for such purpose or which is required by any competent authority; and

(i) information or documentation provided by you or you agents to us pursuant to this Agreement is accurate, complete, up-to-date and not misleading in any respect and you have notified us of all such information which is reasonably relevant to the performance of our duties under this Agreement.

6.5.3. We represent, warrant and agree, on the date of this Agreement and on a continuing basis, that:

(a) we are authorised and regulated by the FCA in carrying out the business of managing investments and shall remain so authorised and regulated at all times during the term of this Agreement;

(b) we are duly organised and validly existing under the laws of England and Wales; and

(c) we have all necessary power and authority to execute, deliver and perform this Agreement.

6.5.4. Save as expressly provided in this Agreement, no other representation or warranty, express or implied, is made by either Party. 

6.5.5. Each Party shall promptly notify the other Party if any representation ceases to be true, accurate or complete in any material respect.

6.6. INDEMNIFICATION

6.6.1. You agree to indemnify us and our officers, employees and agents (and those of any of their associates) against any and all losses paid, suffered or incurred by us and our officers, employees and agents (and those of any of their associates), directly or indirectly arising as a result of: (a) the performance by us or our officers, employees and agents (and those of any of their associates) of their duties under this Agreement; or (b) carrying out or relying on any instructions and any information provided or made available to us by you, or any agent of yours, except to the extent that such losses result directly from the negligence, wilful default or fraud of us and our officers, employees and agents (and those of any of their associates) providing the services under this Agreement.

6.6.2. Any indemnity given to us and our officers, employees and agents (and those of any of their associates) is in addition to, and without prejudice to, any indemnity allowed to us and our officers, employees and agents (and those of any of their associates) under applicable law.

6.7. POTENTIAL CONFLICTS OF INTEREST AND DISCLOSURE

6.7.1. We may provide similar services or any other services whatsoever to any other client and shall not in any circumstance be required to account to you for any fees, charges, incomes or other amounts earned (and any profits made) in connection therewith. So far as is deemed practicable we will use all reasonable endeavours to ensure fair treatment as between you and other clients.

6.7.2. We will take reasonable steps to identify conflicts of interest between (a) ourselves, including our officers, employees and agents (or those of any of their associates), or any person directly or indirectly linked to us by control, and a client of ours; or (b) one client of ours and another such client.

6.7.3. We will take appropriate steps should we identify any conflicts that may arise in other situations including between us and any of our other clients. Where we owe a duty to such clients, we will maintain and operate arrangements to prevent any conflict from giving rise to a material risk of damage to the interests of our clients.

6.8. COMPLAINTS AND COMPENSATION

6.8.1. Should you have a complaint, you should contact us in the first instance. We will attempt to resolve the complaint speedily and efficiently and will reply to you in writing. You may not have any regulatory rights or avenues for complaints.

6.8.2. The Fund does not offer any compensation for losses. You may not have any regulatory rights or avenues for compensation.

7.1. Your instructions to us must be in writing and signed by you or on your behalf, except as otherwise specifically indicated in this Agreement.

7.2. We may rely and act on any instruction or communication which purports to have been given by persons authorised to give instructions by you under this Agreement or subsequently notified by you from time to time and, unless we receive written notice to the contrary, whether or not the authority of such person shall have been terminated. Without prejudice to the foregoing, in no event shall any such party dealing with your representative with respect to any document signed or action undertaken on your behalf be obliged to inquire into the necessity or expediency of any act or action of you, the existence or non-existence of any fact or facts which constitute conditions precedent to acts by you or any act or failure to act by you or as to any other matter whatsoever involving you.

7.3. All communications we send you (whether postal or electronic) will be to the latest address notified by you to us and shall be assumed received by you on the second day after posting or on the day after despatch in the case of electronic communication. Communications sent by you shall be deemed received only if actually received by us. We will not be liable for any delay or failure of delivery (for whatever reason) of any communication sent to you.

7.4. All communications, telephone or otherwise, may be stored or recorded for the purpose of training, monitoring quality and regulatory compliance.

7.5. You agree that we may from time to time contact you to discuss your participation in the Fund and you are willing to accept such contact.

8.1. CONFIDENTIAL INFORMATION

8.1.2. Neither we nor you shall disclose to third parties information the disclosure of which would be or might be a breach of duty or confidence to either us or you or any other person.

8.1.3. We shall not be required to take into consideration for the purposes of this Agreement information which comes to the notice of an officer, employee or agent of ours (or those of any of their associates) but does not come to the actual notice of the individual officer, employee or agent (or those of any of their associates) of ours providing services under this Agreement to you.

8.1.4. We will at all times keep confidential all information acquired in consequence of this Agreement, except for information which (a) is public knowledge; or (b) may be entitled or bound to be disclosed under applicable law or regulation; or (c) is requested by competent regulatory, fiscal or legal authorities; or (d) is given to your professional advisers where reasonably necessary for the performance of their professional services; or (e) is shared between us in the performance of our respective duties under this Agreement; or (f) is authorised to be disclosed by the other party in which case we shall use all reasonable endeavours to prevent any breach of this sub-clause through further or onward disclosure thereof.

8.2. PERSONAL INFORMATION

8.2.1. We will comply with all applicable requirements of all applicable data protection regulations. We acknowledge that for purposes of such regulations, you are the data subject and we are the controller. All data which you provide to us is held subject to the General Data Protection Regulation 2016/679 (‘GDPR’) and Data Protection Act 2018. You agree that we may personal data about you within ourselves and to other parties insofar as is necessary for the purposes set out in or contemplated by this Agreement and to any regulatory body and any regulatory authority which regulates them and in accordance with all other applicable laws. You should contact us if you require a list of third-party providers whose services may be utilised in the performance of this Agreement where such providers have been passed personal data about you. The types of the personal data and how we use them is set out in our privacy policy (as amended from time to time) on our website. We may continue to hold personal data about you after termination of this Agreement for legal, regulatory and audit purposes.

9.1. PROVISION OF INFORMATION

9.1.1. You agree to execute and deliver such further documents and information as may be reasonably required in order to effect the purposes of this Agreement.

9.2. ENTIRE AGREEMENT

9.2.1. This Agreement, together with the Fund Particulars and the Fund Subscription Form, comprises the entire Agreement between us and you relating to the Fund and supersedes any and all meetings, correspondence, discussions, promises, proposals or purported or actual agreements, whether oral, written or electronic, between us and you that may have taken place prior to your signing of the Fund Subscription Form.

9.3. SEVERABILITY

9.3.1. If any term, condition or provision of this Agreement shall be held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall not affect the validity, legality or enforceability of the remainder of this Agreement.

9.4. AMENDMENTS

9.4.1. We may amend this Agreement by giving you not less than one calendar month written notice and such amendment shall be deemed to come into effect upon the expiry of such period unless you serve notice to terminate prior to its expiry. We may also amend this Agreement by giving you written notice with immediate effect if required to comply with applicable law, and you shall be bound thereby.

9.5. NOTICES

9.5.1. Any notice under this Agreement shall be in writing, signed by you or on your behalf, and delivered by electronic mail to notices@gfic.limited.

9.6. NO WAIVER

9.6.1. Our failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or exercise of any other right, power or privilege.

9.7. RIGHTS OF THIRD PARTIES

9.7.1. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

9.8. RIGHTS AND REMEDIES

9.8.1. The rights and remedies herein are cumulative and not exclusive of any rights or remedies provided by law.

9.9. COUNTERPARTS

9.9.1. This Agreement may be executed in any number of counterparts, each of which is an original but all of which together constitute one and the same instrument.

9.10. GOVERNING LAW

9.10.1. This Agreement and all matters relating thereto, including any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English Law. Each of the parties irrevocably submits to the exclusive jurisdiction of the English Courts.

https://gfic.limited
connect@gfic.limited
+44 20 3239 4470

GFIC Limited is a company registered in England and Wales with number 12264961 and registered office at 39 Craven Hill Gardens, London W2 3EA.

GFIC Limited is not authorised nor regulated by the Financial Conduct Authority and its products and services are available only to qualified investors.

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