IMPORTANT DISCLOSURES – GENERAL
This material (the “Material”) is intended solely for Qualified Institutional Investors as defined by the Financial Instruments and Exchange Act of Japan (“FIEA”). It is not intended for, and should not be used by, persons who are not Qualified Institutional Investors. The Material is not directed at any person in any jurisdiction where its publication or distribution would be unlawful. Individuals subject to such restrictions should not access or rely on this Material.
Camphora Capital Inc. (“Camphora”) is registered with the Kanto Local Finance Bureau in Japan under Registration Number 3473 to carry out the Discretionary Investment Management Business for Qualified Institutional Investors under Article 29‑5 of the FIEA. Camphora does not offer services to persons who are not Qualified Institutional Investors, and nothing in this Material should be construed as an offer to provide such services.
This material is delivered solely as reference material with respect to a proposed new fund, Camphora Master Fund and its feeder funds (collectively, the “Fund”), an investment product that may be offered in the future. Camphora has no obligation to offer such a Fund. This Material and the description set forth herein are preliminary and are not intended to be complete. If such a Fund is offered, the definitive terms will be set forth in the offering memorandum pertaining to the Fund (the “Offering Memorandum”). Please carefully review the Offering Memorandum and any supplements thereto for a complete description of all information regarding the Fund prior to making an investment decision.
The Funds are regulated by the Cayman Islands Monetary Authority and are not registered, supervised, or authorized by any other regulatory or supervisory body. Securities issued by the Funds have not been and will not be registered in any jurisdiction. This Material may not be used for, or in connection with, any public offering.
The Material does not constitute an offer to sell or a solicitation to buy any interests in the Fund. Any such offer or solicitation will be made only in accordance with the Offering Memorandum. No person has been authorized to provide information or make any representation not contained in the Offering Memorandum, and any such statements should not be relied upon.
An investment in the Fund involves substantial risk, including the possible loss of the entire investment. Camphora Master Fund may engage in short selling and use leverage, both of which can amplify losses. While the Fund employs a risk‑monitoring process, this does not imply low risk. Prior to investing, prospective investors are strongly encouraged to review the Offering Memorandum, subscription agreement, and all other relevant documents, to consult their legal and tax advisors, and to direct any questions to Camphora. Past performance is not necessarily indicative of future results, which may vary. The value of the Fund and the income it generates may decline, and losses may occur.
The Material is based on information believed to be reliable, but its accuracy, completeness, or fairness is not guaranteed. Camphora expressly disclaims any liability arising from the use of the Material and makes no warranties, express or implied, regarding its content. All opinions and information are subject to change without notice. Certain assumptions may underlie the Material and have not been disclosed; changes in those assumptions may have a material impact on the information presented.
Additional Global Legends
- No Marketing / Reverse‑Enquiry Only. This Material is provided solely in response to an unsolicited request from the recipient and may not be used for any active offer, marketing or solicitation. Any onward transmission is prohibited unless Camphora has first confirmed in writing that the recipient is eligible to receive it.
- Forward‑Looking Statements. Certain statements herein constitute forward‑looking statements. These involve risks and uncertainties; actual results may differ materially. Camphora undertakes no obligation to update such statements.
- CFTC Notice (U.S.). Camphora relies on the exemption from registration as a commodity pool operator provided by CFTC Rule 4.13(a)(3). Accordingly, it is not required to deliver a CFTC‑compliant disclosure document or certified annual report to participants.
- PRIIPs / UK‑PRIIPs. No Key Information Document (“KID”) has been prepared under Regulation (EU) 1286/2014 (as amended) or the on‑shored UK PRIIPs Regulation because the Fund is not available to retail investors in the EEA or the United Kingdom.
- Confidentiality Undertaking. By accepting this Material, each recipient agrees (i) to keep it strictly confidential; (ii) not to reproduce or distribute it, in whole or in part; and (iii) to return it to Camphora upon request.
IMPORTANT DISCLOSURES – SPECIFIC JURISDICTIONS
Hong Kong
The Fund has not been authorized by the Securities and Futures Commission of Hong Kong nor registered with the Hong Kong Registrar of Companies. No person may issue or possess any offering document or advertisement in relation to the Fund directed at the public in Hong Kong (except in circumstances permitted by Hong Kong law), other than in respect of interests intended for Professional Investors or persons outside Hong Kong. Any offer or sale of the Fund’s interests in Hong Kong may only be made in circumstances that do not constitute an offer to the public under the Companies Ordinance (Cap. 32 of the Laws of Hong Kong). Warning: The contents of the Fund’s offering document have not been reviewed by any regulatory authority in Hong Kong. Prospective investors should exercise caution and seek professional advice if in doubt.
Singapore
The Fund is not authorized or recognized by the Monetary Authority of Singapore (“MAS”) and may not be offered to the retail public in Singapore. This Material does not constitute a prospectus as defined in the Securities and Futures Act 2001 of Singapore (the “SFA”). The offer of shares (the “Shares”) is made pursuant to exemptions under Sections 304 and 305 of the SFA. Accordingly, the Shares may not be offered or sold, nor may this Material or any related document be distributed in Singapore other than to persons falling within the relevant exemptions under the SFA. Shares acquired under Section 305A of the SFA are subject to transfer restrictions for six months after acquisition, except in limited circumstances set out in the SFA.
European Economic Area (EEA)
This Material is addressed only to persons in an EEA member state who have previously, on their own initiative, requested it. It does not constitute marketing, distribution, or an offer to purchase or sell any interest in the Fund within the meaning of Directive 2011/61/EU on Alternative Investment Fund Managers. Nothing herein should be construed as investment advice or any other form of regulated financial advice.
Switzerland
The offering of Shares in Switzerland is made exclusively to, and directed solely at, qualified investors (“Qualified Investors”) as defined in the Swiss Collective Investment Schemes Act (“CISA”) and its implementing ordinance. The Fund has not been and will not be registered with the Swiss Financial Market Supervisory Authority (“FINMA”).
United Kingdom
This Material is directed only at persons who are investment professionals as defined in Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001. The investment activity described herein is available only to, and will be engaged in only with, such persons. Persons who do not have professional experience in matters relating to investments should not act or rely on this Material.
United States
This Material is directed only at persons who are both “Accredited Investors” (Rule 501 of Regulation D under the U.S. Securities Act of 1933) and “Qualified Purchasers” (Section 2(a)(51) of the Investment Company Act of 1940). Securities may be offered and sold only to such persons. Camphora Capital Inc. is registered as an exempted reporting adviser with the U.S. Securities and Exchange Commission.
ERISA Benefit Plan Investor Warning. The Fund does not intend to permit “benefit plan investors” (as defined in Section 3(42) of ERISA) to acquire or hold interests in excess of the 25 % threshold. Camphora may reject or require the transfer of any interest that would result in such excess.
Japan
The offering of Shares has not been and will not be registered under the FIEA. Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and in compliance with all other applicable laws and regulations. No securities registration statement has been filed or will be filed with the Financial Services Agency of Japan.
Canada
This Material is confidential and is not, and under no circumstances is to be construed as, a prospectus or an advertisement. Securities described herein have not been, and will not be, qualified for sale to the public under any Canadian securities legislation. Any offer or sale in Canada will be made only under exemptions from the prospectus requirements contained in National Instrument 45‑106 – Prospectus Exemptions, including the “accredited investor” exemption. No Canadian securities regulatory authority has expressed an opinion about the securities described herein. Resale of the securities is restricted under Canadian securities laws.
Australia
The Fund is not a “managed investment scheme” registered with the Australian Securities and Investments Commission (“ASIC”). This Material is provided solely to “wholesale clients” as defined in Sections 761G and 761GA of the Corporations Act 2001 (Cth) and must not be distributed to, and no interests may be offered or sold to, any “retail client” in Australia.
People’s Republic of China (excluding Hong Kong, Macau and Taiwan)
Neither the Fund nor this Material has been approved or filed with the China Securities Regulatory Commission (“CSRC”) or the Asset Management Association of China. The securities may not be offered or sold, nor may this Material be supplied, directly or indirectly, to the public in the PRC. Any offer will be made only to “qualified investors” by way of private placement.
United Arab Emirates (excluding DIFC and ADGM)
This Material and the securities described herein have not been approved by, or registered with, the UAE Securities and Commodities Authority (“SCA”). They may only be offered by way of private placement to “Professional Investors” as defined in SCA Board of Directors’ Resolution No. 03/R.M of 2017 (as amended) and must not be supplied to, or relied upon by, retail investors in the UAE.
Dubai International Financial Centre (DIFC)
The Fund is not subject to regulation or oversight by the Dubai Financial Services Authority (“DFSA”). This Material is provided exclusively to “Professional Clients” and not to any person who must be treated as a “Retail Client” under DFSA rules.
Abu Dhabi Global Market (ADGM)
The Fund has not been approved or licensed by the Financial Services Regulatory Authority (“FSRA”) of ADGM. Interests may be offered in ADGM only to “Professional Clients” as defined in the FSRA Conduct of Business Rulebook.
South Korea
Neither the Fund nor this Material has been registered with the Financial Services Commission (“FSC”) or the Financial Supervisory Service (“FSS”) pursuant to the Financial Investment Services and Capital Markets Act. Interests may be offered only by way of private placement to “Qualified Professional Investors.” No public offering or sale to retail investors in Korea is permitted.
Copyright & Further Restrictions
© 2025 Camphora Capital Inc. All rights reserved. No part of this Material may be (i) copied, reproduced, or duplicated in any form by any means, or (ii) distributed to any person who is not an employee, officer, director, or authorized agent of the recipient, without the prior written consent of Camphora.