Terms and Conditions of Use

INDEX
Section 1. Website Ownership and Operation
Section 2. Applicability of Terms
Section 3. Copy of Terms
Section 4. No Investment Advice or Recommendations
Section 5. Offer By Offering Memorandum Only
Section 6. Jurisdictional Information and Geographic Limitations
Section 7. Disclosure of Potential Relationships
Section 8. Modification of Terms
Section 9. Monitoring of website
Section 10. Third-Party Content
Section 11. Intellectual Property
Section 12. Acceptable Use Policy
Section 13. Privacy and Security
Section 14. Contents of the website - Disclaimer
Section 15. Operation of the website - Disclaimer
Section 16. Limitation of Liability
Section 17. Limitations as to Paragraphs 16, 17 and 18
Section 18. Severability
Section 19. Headings
Section 20. Governing Law
Section 21. Entire Agreement
Section 22. Modification and Termination of Service


 

1. Website Ownership and Operation
a. This website is owned by MIO Partners, Inc. ("MIO," “MIO Partners,” “we” or “us”). It is operated by us either alone or in conjunction with our affiliates, agents or partners.

b. This website is intended to be available only to Partners of McKinsey & Company, clients of MIO, and other pre-approved persons.

c. The terms “MIO Partners, Inc. website” and this “website” mean the website having a Uniform Resource Locator (or URL) of https://www.miopartners.com/ .

2. Applicability of Terms
a. These Terms apply to the use of this website and to the use through this website of the various features and services that are accessible, or may become accessible in the future, from this website (collectively, “Tools”). The use of some or all of the Tools may be subject to disclosures or disclaimers that are contained within or linked to those Tools.

b. Aspects of the use of this website may also be governed or conditioned upon the provisions in a separate subscription and advisory agreements executed between MIO Partners and you. These agreements may contain provisions that are in addition to these Terms. If there is an inconsistency between these Terms and any such agreements, the agreements govern.

3. Copy of Terms
You may use your browser to download and/or print out a copy of these Terms for your records. We encourage you to do so. We otherwise reserve all our copyright rights, however.

4. No Investment Advice or Recommendations
a. This website and its content are for informational purposes only. If you wish to obtain further details about any information contained on this website, please contact us.

b. You alone will need to evaluate the merits and risks associated with the use of this website. Decisions based on information obtained from the website or the use of the Tools are your sole responsibility, and before making any decision on the basis of this information, you should consider (with or without the assistance of a securities adviser) whether the information is appropriate in light of your particular investment needs, objectives and financial circumstances.

c. Although this website may provide information relating to approaches to investing or types of securities and investments you might buy, sell or hold, no information available through the website is intended or should be construed as any advice, recommendation or endorsement from us as to any legal, tax, investment or other matter. No reference to any specific security constitutes a recommendation to buy, sell or hold that security or any other security. Nothing on this website shall be considered a solicitation or offer to buy or sell any security or other financial instrument or to offer or provide any investment advice or service to any person in any jurisdiction. Nothing contained on the website constitutes investment advice or offers any opinion with respect to the suitability of any security, and the views expressed on this website should not be taken as advice to buy, sell or hold any security. In preparing the information contained in this website, we have not taken into account the investment needs, objectives and financial circumstances of any particular investor. This information has no regard to the specific investment objectives, financial situation and particular needs of any specific recipient of this information and investments discussed may not be suitable for all investors.

d. Any views expressed on this website by us were prepared based upon the information available to us at the time such views were written. Changed or additional information could cause such views to change. All information is subject to possible correction. Information may quickly become unreliable for various reasons, including changes in market conditions or economic circumstances. If an investment is denominated in a currency other than the recipient's currency, changes in the rates of exchange may have an adverse effect on value, price or income. The levels and bases of taxation may also change from time to time.

5. Offer By Offering Memorandum Only
The information on this website does not constitute an offer of an interest in any fund, investment product, or investment managed by MIO Partners (each such interest a "Fund Interest") (or any other financial instrument), which offer may only be made in the relevant Offering Memorandum (the "Memorandum"). The relevant Memorandum will not be sent to any address in any jurisdiction unless MIO Partners' legal advisors have approved the offering of the Fund Interests in that jurisdiction by the person or entity making the offer or solicitation. The relevant Memorandum will not be sent to any person to whom it is unlawful to make an offer or solicitation. The material terms and risks associated with an investment in any MIO fund or investment product are disclosed in the relevant Memorandum.

6. Jurisdictional Information and Geographic Limitations
Unless otherwise specified, we control and operate this website from our offices within the State of New York, United States of America.

The information available at this website, including the description of the services and products referred to on the website, and the offering of the Fund Interests is restricted in certain jurisdictions. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to local law and regulation. Persons who access this website do so on their own initiative. Accordingly, persons who access this website are required to inform themselves about and observe such restrictions.

This information is not intended for distribution to, or use within, any jurisdiction, or use by any person, where such distribution or use would constitute a violation of law or regulation or would subject MIO Partners to any registration requirement within such jurisdiction.

Persons who access this website are required to be authorized by MIO Partners and granted an individual password. Unauthorized access or use of this website is prohibited.

Persons interested in acquiring Fund Interests should inform themselves, for example, as to: (a) the legal requirements within the countries of their nationality, residence, ordinary residence or domicile for such acquisitions; (b) any foreign exchange restriction or exchange control requirements which they might encounter on acquisition or disposal of Fund Interests under the laws of the countries of their citizenship, residence or domicile; and (c) the taxation consequences which might be relevant to the acquisition, holding or disposal of Fund Interests under the laws of the countries of their citizenship, residence or domicile.

7. Disclosure of Potential Relationships
We and/or our affiliates, and directors, employees, financial representatives or consultants of ours or of our affiliates, may hold positions in the securities listed or otherwise mentioned on this website or in the information obtained through the use of this website or the Tools. From time to time, we and/or our affiliates may perform services for, or solicit such services from, companies mentioned on this website. Additionally, from time to time, we may be unable to provide information with respect to certain companies with which we have certain business relationships.

8. Modification of Terms
We reserve the right, at our discretion, to change these Terms at any time. The Terms can be accessed from links on the home (or index) page and other pages of this website. If you use this website after we post changes to these Terms, you accept the changed terms. We may also offer other services from time to time that are governed by different terms and conditions.

9. Monitoring of website
We expressly reserve the right to monitor any and all use of this website. We are under no obligation to do so and assume no responsibility or liability arising from the use of this website. Our communications via email from this website are not encrypted. You acknowledge that there is a risk that data, including email, electronic communications and personal data, may be accessed by unauthorized third parties when communicated between you and us.

10. Third-Party Content
a. All third party information, index data, prices, averages, quotations, performance data, financial market information, news stories, articles, academic papers and other such information available on the website now or in the future (collectively, "Informational Content"), are obtained by MIO Partners from, or compiled by MIO Partners based on, sources believed to be reliable. Due to the number of sources from which the Informational Content is obtained, possible human error, possible mechanical error and the hazards associated with electronic distribution, there may be delays in transmitting and publishing the Informational Content, and the Informational Content may contain omissions, inaccuracies or other errors. MIO Partners does not endorse, or take responsibility for, any third party's information, services or products. MIO Partners and/or its affiliates may have business relationships with such third parties, including vendor or consulting relationships. No representation is made that any such third party is an “independent” authority in respect of any Informational Content prepared by such third party. All use of, or reliance on, such Informational Content is at your own risk.

b. We are not responsible for the content of any website owned by a third party that may be linked to this website via hyperlink, whether such hyperlink is provided by us or by a third party, including specifically content that may be obtained by the use of Tools that are hyper-linked to this website. We provide such links only as a convenience to you, and have not tested any software or verified any information found at such websites, including the content of any prospectus or sales literature contained on such websites.

c. By providing access to other websites, we are not recommending the purchase or sale of any security referenced on any such website, nor are we endorsing any such website or the services provided by any website's sponsoring organization. All use of, or reliance on, third parties' websites, content, products and services is at your own risk. MIO Partners reserves the right to terminate any third party link, information, services or products at any time.

11. Intellectual Property
The content available through this website, including, but not limited to, the Informational Content; images; charts; graphs; graphics; designs; photographs; audio and video clips; any Marks (as defined below); software and HTML code (collectively, the "Content") are, except as explicitly noted in the disclosure made at the following link “Trademark and Copyright Information,” the property of MIO Partners or its licensors (as the case may be) and are subject to protection by U.S. and international intellectual property laws and treaty provisions, including, but not limited to, those relating to patent rights, copyrights, trade secrets, trade names, trademarks, service marks, moral rights, know-how and any other similar rights.

Subject to these Terms, and except as expressly indicated otherwise herein or on the website, you agree not to download, copy, store, manipulate, reformat, modify, adapt, reproduce, retransmit, distribute, circulate, display, publish, distribute, perform, sell, rent, print or create derivative works from, or make any other use of the Content (or any portion thereof) without the prior written approval of MIO Partners. The preceding sentence prohibits you from, among other things, posting any Content to forums, list services, newsgroups, mailing lists and electronic bulletin boards without the prior written approval of MIO Partners. You are solely responsible for any data, text, software or other materials that you upload, post, e-mail or otherwise make available using the website.

Nothing in these Terms grants you a license to develop, create or offer any financial products or services based on any of the Content found on this website. To the extent approved by MIO Partners, you are authorized to use and download materials that are made available on the website only for your own needs. You may not use, distribute, modify, transmit, or post any Content obtained from the use of the website or any functions of the website for public or commercial purposes, including any text, images, audio, or video without our express written permission. Specifically, you are not authorized to resell access to any such materials or to redistribute or facilitate the redistribution of any such materials for sale to others. You may not delete copyright or other intellectual property rights and proprietary notices from printouts of electronically accessed materials.

You agree and acknowledge that all trademarks, service marks, logos, names and titles, including, but not limited to, “MIO Partners,” the McKinsey or MIO Partners logo and any other McKinsey or MIO Partners marks (collectively, the “Marks”) on the website and within the Content are proprietary to their respective owners and are protected by applicable trademark and copyright law. Nothing on this website should be construed as granting any license or right to use any of the Marks displayed on the website. Any unauthorized use of the Marks or any other Content is strictly prohibited.

You agree and acknowledge that “MIO Partners,” the McKinsey or MIO Partners logo and any other marks may not be used in connection with any product or service that does not originate with either MIO Partners or McKinsey & Company, in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits MIO Partners or McKinsey & Company and that, in any event, any use of any such Marks or any other Content may not be made without the prior express written consent of MIO Partners.

We respect the intellectual property rights of others, and require that persons using the website do the same. In appropriate circumstances, we will terminate the access to the website of any person or entity who is responsible for acts of copyright infringement. If you would like to obtain permission to make use of the website in a way that is not permitted by these Terms, please send an e-mail to Scott_Abbey@miopartners.com.

12. Acceptable Use Policy
This Section sets forth an Acceptable Use Policy (“AUP”) for the website.

a. Password Security. Use of the website requires that you use a username and password at all times. You may not disclose your username or password to, or share such username or password with, others. Your username and password belong at all times to us and may be revoked at any time, in our discretion, for any reason or for no reason. You accept sole responsibility for the use, confidentiality and protection of your username and password. You are solely responsible for any use of or action taken under your username and password, whether or not you have authorized such use. You are responsible for exiting or logging off each time you finish using the website. A violation or attempted violation of the AUP by any third party having access to the website through you or using your password will be considered a violation by you, whether or not such access was obtained with your knowledge or consent. You agree to notify MIO Partners immediately of any unauthorized use of your username and password or any other breach of security about which you are aware.

b. Certain Prohibited Uses. Users may not:
i. Use the website to commit criminal or civil violations of federal, state, local or international laws, regulations or other government requirements. MIO Partners reserves the right to report any activity that may violate any law or regulation to appropriate law enforcement officials, regulators or other third parties.

ii. Violate, or attempt to violate, the security of the website, including uploading, posting, e-mailing or otherwise transmitting any material that contains viruses or any other computer code, files or programs that might interrupt, limit or interfere with the functionality of any computer software or hardware or the telecommunications equipment that is owned, leased or used by us.

iii. Use the website for the distribution of any offensive materials or any advertising or promotional materials, including without limitation, "junk mail," "surveys," "spam," "chain letters," "pyramid schemes," or any other form of solicitation or unauthorized communication.

iv. Copy, reproduce, republish, upload, post, transmit, or distribute in any way material from this website in any manner inconsistent with the purposes for which we offer it.

v. Without our express written permission, copy, modify, or display our name or logo, or any text, graphic images, or other content from this website. (To receive express written permission, you can send us an email by clicking on the email address on the "Contact Us" page.)

vi. Without our express written permission, redeliver any of the pages, text, images, or other content of the website using "framing," redirection or similar technology or otherwise deliver the website in a manner that does not maintains the integrity of the layout, content, and look and feel of the website.

vii. Use devices (including software) that are designed to provide repeated automated access to the website other than those made generally available by us.

viii. Include any trademark, trade name or service mark of ours, the name of any of our personnel, or any variation of any of the foregoing, as a metatag, or hidden textual element.

ix. Include any trademark, trade name or service mark of ours, the name of any of our personnel, or any variation of any of the foregoing, as any other indicator that may create a likelihood or confusion or a false or misleading impression of affiliation, sponsorship, or endorsement between us and any user and/or website.

x. Collect or store personal data about other users of this website.

xi. Upload, post, reproduce or distribute any information, software or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights.

xii. Archive this website.

13. Privacy and Security
For information on how we use and protect the personal information you may provide on this website, please click on this link to our website Privacy & Security Statement. You may not use this website to collect or harvest personal information about other persons or otherwise use this website in a manner that is inconsistent with their privacy or personal data protection rights.

14. Contents of the website - Disclaimer
THE MATERIALS IN THIS website (INCLUDING ANY GRAPHICS) AND ANY MATERIALS MADE AVAILABLE THROUGH THIS website ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS website IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE MATERIALS IN THIS website COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THESE MATERIALS COULD BECOME INACCURATE AS A RESULT OF DEVELOPMENTS OCCURRING AFTER THEIR RESPECTIVE DATES. WE UNDERTAKE NO OBLIGATION TO MAINTAIN THE CURRENCY OF SUCH INFORMATION.

CERTAIN LINKS IN THIS website MAY LINK YOU TO OTHER SITES ON THE WORLD WIDE WEB. THE LINKED SITES ARE NOT UNDER OUR CONTROL AND WE ARE NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE OR ANY CHANGES OR UPDATES TO SUCH SITES. WE ARE NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. WE ARE PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY A REFERRAL BY US TO, OR AN ENDORSEMENT BY US OF, THE LINKED SITE.

15. Operation of the website - Disclaimer
WE ENDEAVOR TO MAINTAIN THIS website AND ITS OPERATION, BUT WE ARE NOT, AND CANNOT BE, RESPONSIBLE FOR THE RESULTS OF ANY DEFECTS THAT MAY EXIST IN THE website OR ITS OPERATION. AS TO THE OPERATION OF THE website, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY THAT (i) THE OPERATION OF THE website WILL MEET THE USER'S REQUIREMENTS; (ii) ACCESS TO THE website WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR FREE OF ERRORS; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE website WILL BE ACCURATE OR RELIABLE; OR (iv) DEFECTS WILL BE CORRECTED. YOU (AND NOT WE) ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR, OR CORRECTION THAT MAY BE NECESSARY FOR YOUR COMPUTER EQUIPMENT AND SOFTWARE AS A RESULT OF ANY VIRUSES, ERRORS OR OTHER PROBLEMS YOU MAY HAVE AS A RESULT OF VISITING THIS website.

16. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR AFFILIATES BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS IN THIS website, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE IN THE website. WE SHALL NOT BE LIABLE EVEN IF WE OR AN AUTHORIZED REPRESENTATIVE OF OURS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES OR INJURY CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE OR COMPUTER VIRUS OR OTHER HARMFUL COMPONENT.

17. Limitations as to Paragraphs 14, 15 and 16
APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. HOWEVER, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS website.

18. Severability
If any provision of these Terms shall be held to be unlawful, void, invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, such condition shall attach only to such provision. The validity of the remaining provisions shall not be affected thereby and these Terms shall be carried out as if any such unlawful, void, invalid or unenforceable provision were not contained herein.

19. Headings
The heading of each provision hereof is for reference purposes only and in no way defines, limits, construes or describe the scope or extent of such section. Headings shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision.

20. Governing Law
The laws of the State of New York will apply to all matters relating to these Terms, and they shall not be governed by the United Nations Convention on Contracts for the International Sales of Goods. These Terms shall be construed in accordance with the laws of the State of New York, without giving effect to any principles or rules of conflicts of laws to the extent such principles or rules are not mandatorily applicable by statute or would require or permit the application of the laws of other jurisdictions, as to all matters, including, but not limited to, matters of validity, construction, effect, performance and remedies. In connection with any litigation, without limiting MIO’s right to bring an action against you in any jurisdiction, you further agree to submit to the exclusive jurisdiction of and venue in the federal and state courts located in the County of New York, New York. Any claim or cause of action you may have arising out of or related to the use of the website or these Terms must be filed within one year after such claim or cause of action arose regardless of any statute or law to the contrary.

21. Duty to Inform
The user is required to provide MIO with notice of any dissatisfaction or issues the user may have with any of the Tools or Content provided on this website.

22. Entire Agreement
This Agreement, including any Appendices hereto and all agreements and policies incorporated herein by reference or by hyperlink, as they may be amended from time to time by us, including, but not limited to, by posting such amendments on the website, constitutes the complete and exclusive agreement between MIO and you with respect to the subject matter hereof and supersedes all prior discussions, understandings and agreements with respect to the subject matter hereof.

23. Modification and Termination of Service
a. We reserve the right to modify or discontinue all or any portion of this website or any Tool made available thereby at any time without prior notice. The website may also be unavailable during periods of maintenance or for other reasons.

b. We may block access to the use of all or any portion of this website or any such Tool without prior notice in the event we elect to discontinue such service on a temporary or permanent basis or in the event that you breach these Terms. We also reserve the right to block access to all or any portion of this website if we have reason to believe that the general security and/or integrity of the system is being compromised.

c. We are not required to make available or to continue to make available this website, and, in particular, to residents of any non-U.S. jurisdiction where we determine, in our sole discretion, that furnishing the website might be unlawful under the laws of such non-U.S. jurisdiction or the laws of the U.S., or compliance with either of such laws is impracticable or commercially unreasonable.

d. We reserve the right to prohibit or restrict a particular user’s access to the website, without giving notice of, or a reason for, such action.

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Additional Terms and Conditions Applicable to Non-U.S. Users
1. General
a. Authorised Persons. For the purposes of a promotion in the United Kingdom, this website is issued and approved by MIO Partners (Europe) Limited (“MIOE” or "MIO Partners Europe). MIOE is authorised and regulated in the UK by the Financial Services Authority (“FSA”). The information contained in it is only for, and is only being provided by MIOE to persons whom it understands to be:
(i) customers of MIOE who are:
 (i) current or former Partners in McKinsey & Co,
 (ii) spouses of any person in (i) above, and trustees of family trusts, foundations, corporate bodies or other vehicles with similar purpose, established in relation to any person in (i) above; or
(ii) certain institutional or sophisticated investors who are not customers of MIOE but who fall within relevant promotional exemptions set out below.

b. No Offer to Invest. This website does not represent an offer to invest in any fund. It is not issued for the purpose of constituting a financial promotion of any sort to any person not within (1) or (2) above (“excluded persons”), and no excluded person may place any reliance on the contents hereof for any purpose whatever.

2. Promotion Of Interests In Unregulated Collective Investment Schemes
a. Applicable Provisions of the UK Financial Services and Markets Act 2000
i. The promotion by MIOE of interests in unregulated collective investment schemes (as defined in accordance with section 238 of the UK Financial Services and Markets Act 2000 (“FISMA”)) is further restricted only in accordance with the provisions of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 made pursuant to s. 238(6) of FISMA (“the 238 Order”) and various further provisions (“the FSA Provisions”) found in Annex 5R to Chapter 3 of the FSA’s Conduct of Business Sourcebook.
ii. In such a case, the relevant web pages in this website have been issued and approved by MIOE on the basis that each person with access to this is made available only:
 (i) in accordance with Category 7 of the FSA Provisions, to an intermediate customer or a market counterparty (as these expressions are defined in accordance with the FSA’s Conduct of Business Sourcebook); or
 (ii) in accordance with Category 2 of the FSA Provisions, to a customer of MIOE for whom MIOE believes the relevant unregulated collective investment scheme to be suitable; or
 (iii) in accordance with Article 14 of the 238 Order, to a person who is an investment professional (as therein defined); or
 (iv) in accordance with Article 22 of the 238 Order, to a body corporate, an unincorporated association or the trustee of a trust which satisfy the asset value tests therein defined; or
 (v) in accordance with Article 8 of the 238 Order, to a person who is permanently resident and/or established outside the United Kingdom (and in relation thereto, access to any such web pages is only made available to such persons through the use of dedicated access codes issued to them by or on behalf of MIOE).

3. Promotion Of Interests In Vehicles That Are Not Collective Investment Schemes
a. In relation to any investment fund or product featured in this website that is not a collective investment scheme for FISMA purposes, the relevant web pages in this website have been approved for issue by MIOE:
 i. to an intermediate customer or a market counterparty (as these expressions are defined in accordance with the FSA’s Conduct of Business Sourcebook); or
 ii. to customers of MIOE generally; or
 iii. in accordance with Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (“the FP Order”), to a person who is an investment professional (as therein defined); or
 iv. in accordance with Article 49 of the FP Order, to a body corporate, an unincorporated association or the trustee of a trust which satisfy the asset value tests therein defined; or
 v. in accordance with Article 12 of the FP Order, to a person who is permanently resident and/or established outside the United Kingdom (and in relation thereto, access to any such web pages is only made available to such persons through the use of dedicated access codes issued to them by or on behalf of MIOE).

b. No offering of shares or other interests in any closed-ended investment company or similar vehicle is deemed to constitute an offer to the UK public governed by the Public Offers of Securities Regulations 1995 (“POS Regulations”) because all such offers are made in reliance upon the cumulative exemption found in regulation 7(2) of those POS Regulations, namely that all offers in the United Kingdom will be made on the basis that: i. offerees are required to subscribe a minimum of €40,000 (or currency equivalent) to the relevant offering; failing which; ii. no more than 50 persons shall be offered terms for subscription to any such offer in an amount less than €40,000 (or currency equivalent).

4. Further generic disclosure
a. Any investment in a investment fund or other product featured in this website may only be made through MIOE on the basis of its subscription documents and prospectuses, and is made taking due account of the risks described therein.

b. In addition to promotions of investment funds of the generic types specified in Sections B and C of this Disclaimer, this website may from time to time be used to provide information and subscription opportunities for interests in regulated collective investment schemes, that is to say:
 i. unit trust schemes or open-ended investment companies authorised by the FSA; or
 ii. collective investment schemes constituted in territories outside the United Kingdom which have been recognised by the FSA pursuant to the provisions of FISMA s 264, 270 or 272. In any such case, MIOE wishes to clarify that it takes no responsibility for the content of any information in relation to any such regulated collective investment scheme, which is the sole and exclusive responsibility of the operator or manager of such scheme. MIOE will provide investment advice to its customers and arrange investment transactions in relation to the shares or units thereof, although the content of this website in relation to any such scheme is not to be regarded as constituting investment advice.

c. There is no public or other market for the shares or units of any investment funds to which Sections 2 or 3 of this Disclaimer applies, nor will is any such market expected to develop. Transfer of the shares or units in any such investment fund is significantly restricted by the terms of these fund in question, and no investor in any of such these funds should at the time of investing have any reason to believe he or it will be able to redeem or otherwise realise that investment at or near to net asset value upon demand.

d. While every effort has been made to produce this website in a manner by which MIOE complies with its duties to its customers for financial promotions to be clear, fair and not misleading, no representation, warranty or undertaking, express or implied, is given with regard to the accuracy or completeness of the information or opinions contained in this website and no liability is accepted by MIOE or McKinsey & Company for the accuracy or completeness of such information or opinions.

e. In accordance with COB 3.8.10R(4) of the FSA Conduct of Business Sourcebook, MIOE confirms that in relation to investment funds and other products featured on this website, MIOE has or may have given investment advice or provided other services to one or more of its customers during the preceding 12 months.11

f. This website is confidential and proprietary to MIOE and is solely for the use of its intended recipients. It must not be circulated, quoted or reproduced for distribution. You are not permitted to share with any other person your access code to this website.

g. Investment in non-UK investment funds as relates to the funds themselves will not be subject to the rules made under FISMA for the protection of private customers, and, in relation to the failure of these funds the Financial Services Compensation Scheme (“FSCS”) will not apply. MIOE is covered by the FSCS. You may be entitled to compensation from the FSCS if you are an eligible claimant (as defined in the rules of the FSCS) and MIOE cannot meet its obligations to you. This depends on the type of business and the circumstances of the claim. Most types of investment business with eligible claimants are covered for 100% of the first £30,000 and 90% of the next £20,000 (or foreign currency equivalent), so the maximum compensation is £48,000. Further information about compensation arrangements is available from the Financial Services Compensation Scheme FSCS.13

h. Past performance is not necessarily a guide to the future. The value of investments may go down as well as up. Accordingly, investors may not get back the amount invested. Changes in currency rates of exchange may be one of the causes for the value of investments to go up or down.

Delivery of Information Required Under the U.S. Securities Laws via Website Posting. MIO must deliver to investors in the funds that it manages and advises (the "MIO Funds") certain notices and information required under the U.S. securities laws. In order to promote cost savings and to ensure the timely availability of such information, for those investors that provide consent, MIO will deliver this information by posting it on this MIO website. The list of the qualified custodians that hold the MIO Funds' securities and other assets, along with their addresses and the manner in which such securities and assets are held; the MIO Funds' financial statements and investor newsletters; offering document supplements; revised MIO Funds' governing documents and other investor notices and materials may all be delivered to consenting investors in this manner. Although MIO and the MIO Funds do not impose any additional charges for this website posting, the investor may, of course, incur costs associated with the investor's electronic access, such as usage charges from Internet access providers. Investors who consent to receive these notices and information by way of Internet website viewing may revoke their consent at any time by written notice to MIO requesting that MIO send the information and notices in hard copy via postal mail. By indicating acceptance of the Terms and Conditions of the MIO website, the Subscriber hereby consents to delivery of the above-referenced information via Internet website posting.


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