IMPORTANT DISCLOSURES — GENERAL
This material and any accompanying documents, presentations, or correspondence (collectively, the "Material") are provided by Camphora Capital Inc. ("Camphora"), a company registered with the Director of Kanto Local Finance Bureau (FIBO) under Registration Number 3473 to conduct Discretionary Investment Management Business for Qualified Investors and Investment Advisory and Agency Business under the Financial Instruments and Exchange Act of Japan ("FIEA"). Camphora is a member of the Japan Investment Advisers Association.
This Material is intended solely for Qualified Investors as defined under the FIEA and applicable regulations. Qualified Investors generally include financial institutions, registered investment managers, listed companies, and other entities or individuals who meet certain financial and professional criteria set forth under the FIEA. This Material is not intended for, and should not be used by, persons who are not Qualified Investors. This Material is not directed at any person in any jurisdiction where its publication, availability, or distribution would be contrary to applicable laws or regulations. Persons subject to such restrictions should not access or rely on this Material.
This Material is provided solely for informational purposes regarding Camphora's investment management capabilities and the Camphora Master Fund (an exempted company incorporated with limited liability under the laws of the Cayman Islands with registration number 422657) and its related feeder funds, including Camphora Fund and Camphora U.S. Feeder Fund (collectively, the "Fund"). The Fund is organised as a master-feeder fund structure in which each feeder fund invests all or substantially all of its assets in the Camphora Master Fund.
This Material does not constitute, and should not be construed as: (a) an offer to sell or a solicitation of an offer to buy any securities, interests, or financial instruments; (b) investment, financial, legal, accounting, regulatory, or tax advice; (c) a recommendation to engage in any transaction; or (d) a representation that any investment strategy or product is suitable for any particular investor. Any offer or solicitation shall be made only pursuant to the Fund's confidential Offering Memorandum and related subscription documents (collectively, the "Offering Documents"), which set forth the definitive terms and conditions of any investment. In the event of any inconsistency between this Material and the Offering Documents, the Offering Documents shall prevail. Camphora is under no obligation to offer any particular investment service or product.
The content of this Material is preliminary, general in nature, and subject to change without prior notice. Prospective investors should carefully review all Offering Documents and consult with their own legal, tax, and financial advisors before making any investment decision.
RISK FACTORS
The following is a summary of certain risk factors associated with an investment in the Fund. It does not purport to be a complete description of all risks. Prospective investors should carefully review the risk factors set forth in the Offering Documents before making any investment decision.
General Investment Risk. An investment in the Fund involves a high degree of risk, including the potential loss of the entire amount invested. There can be no assurance that the Fund's investment objective will be achieved or that investors will receive a return on their investment. The Fund is intended only for sophisticated investors who are able to bear the economic risk of a substantial or total loss of their investment. An investment in the Fund is not intended to be a complete investment programme for any investor.
Leverage. The Fund may employ leverage through borrowing, margin transactions, or derivative instruments. While leverage can enhance returns, it can also amplify losses, potentially resulting in losses that exceed the original amount invested. The use of leverage increases the Fund's exposure to market movements and may result in margin calls requiring liquidation of positions at unfavourable prices.
Short Selling. The Fund may engage in short selling, which involves the sale of securities not owned by the Fund. Short selling carries theoretically unlimited risk, as the price of the security sold short may increase without limit. Short positions may be subject to a "short squeeze," which could force the Fund to cover positions at unfavourable prices.
Concentration Risk. The Fund maintains a concentrated portfolio, typically holding 15–30 long positions and 5–15 short positions (excluding basket positions). A concentrated portfolio may be subject to greater volatility and may be more adversely affected by a decline in the value of a single investment compared to a more diversified portfolio. The result of such concentration is that a loss in any such position could materially reduce the net asset value of the Fund.
Market Risk. The value of the Fund's investments is subject to fluctuations in equity markets, including those in Japan and globally. Market conditions may result in significant declines in the value of the Fund's portfolio. The Fund's performance may differ significantly from general market trends or applicable benchmarks. Many unforeseeable events, including actions by various government agencies and domestic and international political events, may cause sharp market fluctuations.
Liquidity Risk. The Fund primarily invests in small- to mid-cap Japanese equities, which may have limited trading volumes. In adverse market conditions, the Fund may be unable to dispose of investments promptly or at favourable prices. Illiquid positions may be difficult to value accurately and may need to be sold at a significant discount to their estimated fair value. There is no public market for the Fund's shares, nor is a public market expected to develop.
Currency Risk. Although the Fund primarily invests in Japanese equities, it may hold positions denominated in currencies other than the Fund's base currency. Fluctuations in exchange rates may adversely affect the value of such investments and the Fund's overall returns.
Engagement and Activist Risk. The Fund's investment strategy involves active engagement with portfolio companies to enhance shareholder value. There can be no assurance that any engagement effort will be successful or that it will result in an increase in shareholder value. Engagement activities may give rise to reputational risks, potential conflicts with company management, and regulatory scrutiny. Companies may not respond positively to engagement, and the anticipated improvements in corporate governance or capital allocation may not materialise.
Derivatives Risk. The Fund may invest in options, swaps, and other derivative instruments. The use of derivatives involves risks different from, and in some cases greater than, the risks associated with directly investing in the underlying securities. Derivatives may be leveraged, illiquid, and subject to counterparty default risk. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security to zero.
Special Investments / Side Pocket Risk. The Fund may, on a selective basis, invest in illiquid or restricted assets which qualify as Special Investments. The Fund may not be able to readily dispose of such investments and may be contractually prohibited from doing so for a specified period. Special Investment Shares are not redeemable at the option of the holders and investors may be locked in for an indeterminate period. Special Investments will be valued at their estimated fair values, which may differ materially from eventual realisation values.
Counterparty and Broker Risk. The Fund may be exposed to the credit risk of its counterparties, including prime brokers, custodians, clearing brokers, and derivative counterparties. The default or insolvency of a counterparty could result in substantial losses to the Fund. Assets deposited with a broker may be held in pooled client accounts and the Fund could experience losses if clients' claims exceed the amount of assets actually held at the time of insolvency.
Key Person Risk. The investment performance of the Fund is substantially dependent on the expertise of Camphora's key investment professionals. The departure of key individuals may have a materially adverse effect on the Fund's performance and could result in the dissolution of the Fund.
Master-Feeder Structure Risk. The Fund is organised as a master-feeder structure. The use of this structure may create conflicts of interest because tax considerations for investors in one feeder fund may differ from those for investors in another. If additional feeder funds are established, decisions made by such other feeder funds may impact existing investors. Substantial redemptions by one feeder fund could require the Master Fund to liquidate positions more rapidly than desired.
Regulatory and Political Risk. Changes in laws, regulations, government policies, or political conditions in Japan or other jurisdictions may adversely affect the Fund's investments, operations, or the value of its portfolio. Regulatory changes may also affect the Fund's ability to employ certain investment strategies.
Receipt of Non-Public Information. From time to time, Camphora may come into possession of material non-public information concerning specific companies. Under applicable securities laws, this may limit Camphora's flexibility to buy or sell portfolio securities issued by such companies, which may have an impact on the Fund's investment strategies.
Climate Change and Environmental Risk. Climate change could impact the Fund's investments in the form of both transition risks (arising from the move to a low-carbon economy through policy, regulatory, and technological changes) and physical risks (arising from increasing severity and frequency of severe weather events). Investee companies may be or become subject to factors that adversely affect their business, operations, or results.
Geopolitical Risk. Military conflicts, international sanctions, and geopolitical tensions may adversely impact global commercial activity, disrupt manufacturing supply chains, and contribute to significant volatility in financial markets. Sanctions regimes may limit the Fund's potential investment opportunities and/or disrupt its cash flow or liquidity.
Operational Risk. The Fund is subject to the risk of loss resulting from inadequate or failed internal processes, systems, human error, or external events, including but not limited to trade execution errors, accounting and valuation errors, technology failures, and fraud.
Cybersecurity Risk. Camphora, the Fund, and their respective service providers are susceptible to operational and information security risks resulting from cybersecurity incidents. A failure of technology information and communication systems, or a security breach or cyber-attack, could significantly disrupt operations, result in unauthorised access to proprietary or personal information, data corruption, theft, or operational disruption, and could have a material adverse effect on the Fund and investors' investments.
Side Letters. From time to time, the Fund may enter into side letter agreements with certain investors granting them special rights, including with respect to redemption terms, reporting, or fee arrangements. Such rights may put other investors at a material disadvantage.
Valuation Risk. The Net Asset Value ("NAV") of the Fund is calculated based on the valuation policies described in the Offering Documents. Certain investments, particularly in small- and mid-cap equities with limited liquidity and Special Investments, may be difficult to value accurately. Valuations may be based on estimates and may differ materially from the prices that would be obtained upon actual disposition. If a valuation is incorrect, the NAV per share may be adversely affected. Investors should not rely on the NAV as an exact measure of the realisable value of their interests.
In-Kind Distributions. A redeeming investor may, at the discretion of the Fund's directors, receive securities owned by the Fund in lieu of or in combination with cash. Such securities may not be readily marketable, and the investor bears the risk of loss and delay in liquidating those securities.
Possible Effect of Substantial Redemptions. Substantial redemptions by one or more investors at any one time could require the Fund to liquidate positions more rapidly than otherwise desired, possibly reducing the value of the Fund's assets. The Fund may borrow for the purposes of meeting redemptions, and continuing investors will bear the cost and risk of such borrowing.
Limited Rights of Investors. An investment in the Fund is a passive investment. Investors have no right to participate in the day-to-day operations of the Fund, nor are they entitled to vote at general meetings (except on proposals to vary their class rights). Investors have no control over the management of the Fund or the appointment and removal of its directors and service providers.
Cross Portfolio Liability. Although separate accounting records will be maintained in respect of each portfolio of the Fund, there is no legal segregation of the assets and liabilities attributable to each portfolio. If the liabilities attributable to a portfolio exceed its assets, creditors may have recourse to the assets attributable to other portfolios.
Illiquidity of Shares. It is not anticipated that there will be an active secondary market for the Fund's shares. Shares are not transferable without the approval of the Fund's directors. Redemptions may be subject to lock-up periods, notice periods, redemption fees, and other limitations, and may be suspended in certain circumstances.
Lack of Operating History. The Fund is a newly formed entity. There is no operating history that a prospective investor can evaluate. The investment results are reliant upon the success of the Investment Manager and no guarantee is made in this regard.
Management Fee Payable Regardless of Performance. The management fee is payable to Camphora regardless of the gains or losses incurred by the Fund.
Restriction on Auditor's Liability. Cayman Islands law does not restrict the ability of auditors to limit their liability, and the engagement letter between the Fund and its auditors may contain provisions limiting the auditor's liability.
No Guarantee of Capital Preservation. The Fund does not guarantee the preservation of capital. Investors may incur losses, including the total loss of their investment.
NO WARRANTY; LIMITATION OF LIABILITY
The information contained in this Material is based on sources believed to be reliable, but Camphora does not represent or warrant its accuracy, completeness, timeliness, or suitability for any particular purpose. Camphora expressly disclaims any and all liability, whether in contract, tort, strict liability, or otherwise, for any direct, indirect, incidental, consequential, punitive, or special damages arising from or in connection with the use of, or reliance on, this Material or any errors or omissions in its content.
None of the Fund, Camphora, their directors, officers, or affiliates, or any administrator, auditor, custodian, broker, prime broker, or other service provider appointed in respect of the Fund will be liable if a price or valuation used in good faith later proves to be incorrect or inaccurate.
Certain assumptions, estimates, projections, and forward-looking statements may be included herein. These are based on Camphora's judgment at the time of preparation, reflect current expectations regarding future events, and are inherently subject to significant uncertainties and contingencies. Actual results may differ materially from those expressed or implied. Without limitation, such risks and uncertainties include general economic and business conditions, interest rate risks, changes in political, social, and economic conditions, regulatory initiatives, and customer preferences. Camphora undertakes no obligation to update, revise, or correct any forward-looking statements, whether as a result of new information, future developments, or otherwise.
TAX CONSIDERATIONS
This Material does not purport to address the tax consequences of an investment in the Fund for any particular investor. No representations or warranties of any kind are intended or should be inferred with respect to the tax consequences of an investment in the Fund. No assurance can be given that existing tax laws will not be changed or interpreted adversely. The tax treatment of an investment depends on the individual circumstances of each investor and may be subject to change.
Prospective investors should consult their own independent tax advisors regarding the tax implications of an investment in the Fund, including the application of national, regional, local, and international tax laws and any applicable tax treaties. Investors may be subject to tax in their respective jurisdictions on their share of the Fund's income, gains, or distributions, regardless of whether any distributions are actually made.
The Fund is organised as a Cayman Islands exempted company and is not currently subject to tax in the Cayman Islands (other than annual filing fees and certain stamp duties). However, this does not eliminate the tax obligations of individual investors in their home jurisdictions.
Neither Camphora nor any of its affiliates, directors, officers, or employees provides tax advice or assumes any responsibility or liability for the tax consequences to any investor.
CONFLICTS OF INTEREST
Camphora and its affiliates, officers, directors, employees, and related entities may have interests that could conflict with those of the Fund's investors. Such conflicts may arise from, among other things: (a) proprietary investments by Camphora personnel in the Fund; (b) management of multiple accounts or strategies with overlapping investment mandates through the master-feeder fund structure; (c) relationships with portfolio companies through engagement activities; (d) allocation of investment opportunities among accounts; (e) fee arrangements, including the incentive allocation, that may create incentives to favour certain investments or strategies; and (f) side letter arrangements granting certain investors preferential terms.
The master-feeder fund structure may also create conflicts because tax considerations for investors in one feeder fund may differ from those of investors in another feeder fund, and the structure or disposal of an investment may be more advantageous to one feeder fund than another.
Camphora seeks to manage conflicts of interest through appropriate policies and procedures, including its internal compliance and governance framework. Potential conflicts of interest are described in greater detail in the Offering Documents. Prospective investors should review those disclosures carefully prior to making any investment decision.
ANTI-MONEY LAUNDERING AND KNOW YOUR CUSTOMER
Subscriptions to the Fund are subject to compliance with all applicable anti-money laundering ("AML"), counter-terrorist financing ("CTF"), and sanctions laws and regulations, including those of the Cayman Islands, Japan, the United States, and all other applicable jurisdictions. Camphora, the Fund, and the Fund's administrator reserve the right to request such information and documentation as may be necessary to verify the identity of a prospective investor, the source and origin of subscription funds, and the identity of any beneficial owners.
Camphora, the Fund, and the Fund's administrator may delay or refuse any subscription or redemption, or freeze any account, where satisfactory evidence of identity or source of funds is not provided, or where there are grounds to suspect that a transaction involves the proceeds of criminal activity, terrorist financing, or a breach of applicable sanctions.
DATA PROTECTION AND PRIVACY
For the purposes of the Cayman Islands Data Protection Act (Revised) (the "Data Protection Act"), the data controller in respect of any personal data provided by investors shall be the Fund. Personal data shall be processed in accordance with the privacy notice set out in the Fund's Subscription Agreement.
Camphora may collect, use, store, process, and transfer personal data of investors and prospective investors in connection with the administration, management, and operation of the Fund and Camphora's business activities. Such personal data may include, without limitation, names, contact information, identification documents, financial information, and tax-related information.
Personal data will be processed in accordance with applicable data protection laws, including the Data Protection Act of the Cayman Islands, the Act on the Protection of Personal Information of Japan ("APPI"), the EU General Data Protection Regulation ("GDPR") where applicable, the UK General Data Protection Regulation where applicable, the Personal Data Protection Act of Singapore ("PDPA") where applicable, and any other applicable data protection laws and regulations.
Personal data may be disclosed to third-party service providers (including administrators, custodians, auditors, prime brokers, and legal counsel), regulatory authorities, and tax authorities, both within and outside the jurisdiction in which it was collected, to the extent necessary or required by applicable law or regulation. The Fund has engaged Maples Fund Services (Cayman) Limited as administrator and data processor. Camphora implements appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or destruction.
By subscribing for shares, each subscriber is deemed to have consented to such processing of personal data, including any sharing of information in accordance with the Privacy Notice.
BENCHMARK REFERENCES
Any references to market indices, benchmarks, or comparable investment vehicles in this Material are for illustrative and informational purposes only. The Fund does not seek to track, replicate, or outperform any specific index or benchmark. Comparisons to indices have inherent limitations, including differences in volatility, investment objectives, strategies, fees, leverage, and composition. Such comparisons should not be relied upon as an indication of past or future performance of the Fund.
PERFORMANCE DISCLOSURE
Any performance data or returns presented in this Material are provided for illustrative purposes only. Performance results may reflect the reinvestment of dividends and other earnings, and are presented net of management and incentive fees unless otherwise stated. Performance information may be based on estimates and may be subject to revision. Actual returns to individual investors may vary depending on the timing of subscriptions and redemptions, the class and series of shares held, fee arrangements, and other factors.
Past performance is not indicative of future results. There can be no assurance that the Fund will achieve its investment objectives or that any targeted returns will be realised. Future performance may differ materially from historical results.
REGULATORY STATUS
The Fund is a "regulated mutual fund" for the purposes of the Mutual Funds Act (Revised) of the Cayman Islands and is registered with the Cayman Islands Monetary Authority ("CIMA") pursuant to section 4(3) of the Mutual Funds Act. The Fund and the Camphora Master Fund are each registered with CIMA.
A mutual fund licence issued or a fund registered by the Cayman Islands Monetary Authority does not constitute an obligation of the Authority to any investor as to the performance or creditworthiness of the Fund. Furthermore, in issuing such a licence or in registering a fund, the Authority shall not be liable for any losses or default of the Fund or for the correctness of any opinions or statements expressed in any prospectus or offering document.
The Fund has not been registered with any other regulatory body. The interests in the Fund have not been registered under the securities laws of any jurisdiction.
Camphora Capital Inc. is registered as an exempted reporting adviser with the U.S. Securities and Exchange Commission ("SEC"). Such registration does not imply a certain level of skill or training, nor does it constitute an endorsement by the SEC.
NO MARKETING / REVERSE-ENQUIRY
This Material has been provided solely in response to an unsolicited request from the recipient. It does not constitute marketing, distribution, or promotion of the Fund or any securities in any jurisdiction. Onward transmission of this Material to any third party is strictly prohibited without the prior written confirmation from Camphora that the intended recipient meets all applicable eligibility requirements.
CFTC NOTICE (UNITED STATES)
Camphora Capital Inc. relies on the exemption from registration as a commodity pool operator provided by Rule 4.13(a)(3) under the Commodity Exchange Act, as amended. Accordingly, Camphora is not required to deliver a CFTC-mandated disclosure document or a certified annual report to investors in the Fund. The Commodity Futures Trading Commission does not pass upon the merits of participating in a pool or upon the adequacy or accuracy of an offering memorandum. The CFTC has not reviewed or approved this offering or this Material.
PRIIPs / UK-PRIIPs
No Key Information Document ("KID") required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") or the UK PRIIPs Regulation has been prepared in respect of the Fund. The Fund is not available to retail investors in the European Economic Area or the United Kingdom, and the interests in the Fund should not be offered, sold, or otherwise made available to any retail investor in those jurisdictions.
CONFIDENTIALITY UNDERTAKING
This Material is strictly confidential and proprietary to Camphora. It is intended to be read only by the person to whom it has been delivered. By receiving and retaining this Material, the recipient agrees: (a) to treat this Material and its contents as strictly confidential; (b) not to reproduce, copy, duplicate, or distribute this Material, in whole or in part, to any third party without the prior written consent of Camphora (except that a recipient may provide a copy to its professional advisers, provided they also agree to keep such information confidential); (c) not to use this Material for any purpose other than evaluating a potential investment in the Fund; and (d) to return or destroy all copies of this Material promptly upon request by Camphora.
IMPORTANT DISCLOSURES — SPECIFIC JURISDICTIONS
This Material is not directed at any person in any jurisdiction where its publication, availability, or distribution would be contrary to applicable laws or regulations. Persons who come into possession of this Material must inform themselves of, and observe, all applicable legal and regulatory restrictions. Failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
Cayman Islands
The Fund may not make an invitation to the public in the Cayman Islands to subscribe for shares unless the Fund is listed on the Cayman Islands Stock Exchange. For these purposes, "public" has the same meaning as "public in the Islands" as defined in the Mutual Funds Act (Revised). Apart from this restriction, persons resident, domiciled, established, incorporated, or registered pursuant to the laws of the Cayman Islands may beneficially own shares.
Hong Kong
WARNING: The contents of this Material have not been reviewed by any regulatory authority in Hong Kong, including the Securities and Futures Commission ("SFC"). The Fund is a complex product. You are advised to exercise caution in relation to the offering. If you are in any doubt about any of the contents of this Material, you should obtain independent professional advice.
The Fund has not been authorised by the SFC nor registered with the Registrar of Companies in Hong Kong. This Material may not be issued, or possessed for the purposes of issue, to any person other than: (a) "Professional Investors" as defined in the Securities and Futures Ordinance (Cap. 571) ("SFO") and the Securities and Futures (Professional Investor) Rules; or (b) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32). No person to whom a copy of this Material is issued may issue, circulate, or distribute this Material in Hong Kong or make or give a copy to any other person.
Singapore
The Fund is not authorised or recognised by the Monetary Authority of Singapore ("MAS") and interests in the Fund may not be offered to the retail public in Singapore. This Material is not a prospectus as defined in the Securities and Futures Act 2001 ("SFA"). This Material and any other document or material in connection with the offer or sale of interests may not be circulated or distributed, nor may interests be offered or sold, whether directly or indirectly, to any person in Singapore other than: (a) to an "institutional investor" as defined in Section 304 of the SFA; (b) to a "relevant person" pursuant to Section 305(1) of the SFA, or any person pursuant to Section 305(2) of the SFA, and in accordance with the conditions specified in Section 305 of the SFA; or (c) otherwise pursuant to, and in accordance with, the conditions of any other applicable provision of the SFA. Shares acquired under Section 305A of the SFA by a relevant person shall not be transferred within six months of their acquisition unless the transfer is made to an institutional investor, a relevant person, or pursuant to an offer where the consideration is not less than SGD 200,000.
European Economic Area (EEA)
The Fund may not be marketed, and this Material may not be sent, to investors domiciled or with a registered office in any member state of the EEA unless the Fund has been notified to the competent authority of the relevant member state pursuant to Articles 31 or 32 of the Alternative Investment Fund Managers Directive (Directive 2011/61/EU, "AIFMD"), in which case the Fund may be marketed to professional investors in that member state subject to any applicable further restrictions. This Material is addressed only to persons who have previously requested it on their own initiative and on a reverse-enquiry basis. Nothing in this Material constitutes investment advice within the meaning of Directive 2014/65/EU (MiFID II).
Switzerland
Interests in the Fund are offered exclusively to "Qualified Investors" as defined in Article 10(3) and (3ter) of the Swiss Federal Act on Collective Investment Schemes ("CISA") and Article 4(3)–(5) of the Swiss Financial Services Act ("FinSA"). The Fund has not been and will not be registered with the Swiss Financial Market Supervisory Authority ("FINMA"), and no Swiss representative or paying agent has been appointed. This Material does not constitute a prospectus within the meaning of FinSA.
United Kingdom
The Fund has not been registered for marketing in the United Kingdom under the Alternative Investment Fund Managers Regulations 2013. For the purposes of the Financial Services and Markets Act 2000 ("FSMA"), the Fund is an unregulated collective investment scheme which has not been authorised or recognised by the Financial Conduct Authority ("FCA").
This Material is directed only at persons who are: (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("FPO") and Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 ("CIS Order"); (ii) high-net-worth companies and other entities falling within Article 49 of the FPO and Article 22 of the CIS Order; (iii) certified sophisticated investors falling within Article 50 of the FPO and Article 23 of the CIS Order; (iv) overseas recipients within the meaning of Article 12 of the FPO and Article 8 of the CIS Order; or (v) other persons to whom this Material may otherwise lawfully be communicated (together, "Relevant Persons"). Persons who are not Relevant Persons must not act upon or rely on this Material.
United States
This Material is directed solely at persons who are both "Accredited Investors" as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), and "Qualified Purchasers" as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act"). Interests in the Fund have not been and will not be registered under the Securities Act or the securities laws of any state, and may not be offered, sold, or transferred except in compliance with applicable exemptions from such registration requirements, including Rule 506(b) of Regulation D and Regulation S.
The Fund is not, and will not be, registered as an investment company under the Investment Company Act, in reliance upon the exemption from registration provided by Section 3(c)(7) thereof.
Camphora Capital Inc. is registered as an exempted reporting adviser with the SEC.
ERISA. The Fund does not permit "benefit plan investors" (as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended) to hold 25% or more of any class of interests in the Fund. Camphora may, in its sole discretion, reject any subscription or require the transfer or redemption of any interest to ensure compliance with this limitation. The Fund will not accept subscriptions from U.S. Tax-Exempt Investors that are, or that are investing "plan assets" of, Benefit Plan Investors.
Special Notice to Florida Investors: If the investor is not a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer, the investor acknowledges that any sale of shares is voidable by the investor either within three calendar days after the first tender of consideration or within three calendar days after the availability of that privilege is communicated to the investor, whichever occurs later.
Japan
A securities registration statement pursuant to Article 4, Paragraph 1 of the FIEA has not been filed and will not be filed. The Fund will not engage in a "public offering" as defined under Article 2, Paragraph 3 of the FIEA. Interests may not be offered or sold, directly or indirectly, in Japan or to any resident of Japan except pursuant to applicable exemptions under the FIEA and any other applicable laws, regulations, and ministerial guidelines of Japan.
Canada
This Material is confidential and does not constitute a prospectus, offering memorandum, or advertisement under Canadian securities legislation. Securities of the Fund have not been and will not be qualified for distribution to the public under the securities laws of any province or territory of Canada. Any offer or sale in Canada is made on a private placement basis only, in reliance on available exemptions from the prospectus and registration requirements, including the "accredited investor" exemption under National Instrument 45-106 — Prospectus Exemptions and Section 73.3 of the Securities Act (Ontario). No Canadian securities regulatory authority has reviewed or expressed an opinion on these securities. Resale of securities is subject to restrictions under applicable Canadian securities legislation.
Australia
The Fund is not a "managed investment scheme" registered with the Australian Securities and Investments Commission ("ASIC") under Chapter 5C of the Corporations Act 2001 (Cth). This Material is not a prospectus lodged or required to be lodged with ASIC. This Material is provided solely to persons who are "wholesale clients" as defined in Sections 761G and 761GA of the Corporations Act 2001 (Cth) and must not be provided or distributed to "retail clients." Shares subscribed for by investors in Australia must not be offered for resale in Australia for 12 months from allotment except in circumstances where disclosure under the Corporations Act 2001 (Cth) would not be required or where a compliant prospectus is produced.
People's Republic of China (excluding Hong Kong, Macau, and Taiwan)
Neither the Fund nor this Material has been approved by, or registered with, the China Securities Regulatory Commission ("CSRC"), the Asset Management Association of China ("AMAC"), or any other governmental authority in the PRC. The Fund does not constitute a public offering of securities within the PRC. Interests in the Fund may not be offered or sold to any person in the PRC except by way of private placement to "qualified investors" as defined under applicable PRC laws and regulations. This Material may not be supplied to the public in the PRC or used in connection with any offer to the public.
Taiwan
The Fund has not been registered with, or approved by, the Financial Supervisory Commission of Taiwan ("FSC") and may not be offered, sold, or distributed in Taiwan through a public offering. Interests in the Fund may be made available only to "professional investors" as defined under the applicable rules of the FSC, including banks, insurance companies, securities firms, fund management companies, and other qualified institutional investors, on a private placement basis and in compliance with all applicable laws and regulations of Taiwan.
United Arab Emirates (excluding DIFC and ADGM)
This Material and the interests in the Fund have not been approved, registered, or licensed by the UAE Securities and Commodities Authority ("SCA"), the Central Bank of the UAE, or any other governmental authority in the United Arab Emirates. The interests are only being offered to a limited number of Exempt Qualified Investors in the UAE who fall within the categories specified in the SCA Chairman of the Board of Directors' Decision No. (13/R.M) of 2021 and must not be offered, sold, or delivered to, or relied upon by, retail investors in the UAE.
Dubai International Financial Centre (DIFC)
This Material relates to an Exempt Offer in the DIFC in accordance with the Market Rules of the Dubai Financial Services Authority ("DFSA"). The Fund is not subject to regulation by the DFSA. The DFSA has not approved this Material nor taken steps to verify the information set out herein, and has no responsibility for it. This Material is intended for distribution only to persons who meet the "Deemed Professional Client" criteria set out in Rule 2.3.4 of the DFSA Conduct of Business Module and is not intended for "Retail Clients." The interests may be illiquid and/or subject to restrictions on resale.
Abu Dhabi Global Market (ADGM)
This Material relates to an Exempt Offer in the ADGM in accordance with the Market Rules of the Financial Services Regulatory Authority ("FSRA"). The Fund has not been approved or licensed by the FSRA. The FSRA has no responsibility for reviewing or verifying any documents in connection with this offering. Interests may be offered in ADGM only to persons who qualify as "Professional Clients" as defined under the FSRA's rules. The interests may be illiquid and/or subject to restrictions on resale.
South Korea
Neither the Fund nor this Material has been registered with the Financial Services Commission ("FSC") or the Financial Supervisory Service ("FSS") of the Republic of Korea. Interests in the Fund may not be offered, sold, or delivered, directly or indirectly, in Korea or to any resident of Korea except by way of private placement to "Qualified Professional Investors" as defined under the Financial Investment Services and Capital Markets Act and its subordinate regulations. No public offering to retail investors is permitted.
Israel
The Fund has not been registered for sale to the public under the Israeli Securities Law, 5728-1968. Interests may be offered only to investors listed in the First Addendum to the Securities Law on a private placement basis, subject to the conditions set forth therein. This Material does not constitute a prospectus under the Securities Law and has not been reviewed or approved by the Israel Securities Authority.
Saudi Arabia
Interests in the Fund may only be offered and sold in the Kingdom of Saudi Arabia in accordance with Article 94 of the Investment Funds Regulations issued by the Capital Market Authority ("CMA"). Where investment fund units are offered to sophisticated investors or the minimum amount payable per offeree is not less than Saudi Riyals 1 million (or equivalent), such offer shall be deemed a private placement. Article 101 of the Regulations places restrictions on secondary market activity with respect to such units.
Kuwait
The interests in the Fund have not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of the interests in Kuwait is restricted in accordance with Law No. 7 of 2010 and the bylaws thereto (as amended). No private or public offering is being made in Kuwait, and no agreement relating to the sale of interests will be concluded in Kuwait. No marketing, solicitation, or inducement activities are being used to offer or market interests in Kuwait.
Qatar and Qatar Financial Centre (QFC)
This Material is provided on an exclusive basis to the specifically intended recipient for personal use only. Nothing in this Material constitutes, or shall be deemed to constitute, any offer or sale of securities in the State of Qatar or in the QFC, the inward marketing of securities, or an attempt to conduct business in Qatar or the QFC. This Material and any related documents have not been reviewed, approved, registered, or licensed by the Qatar Central Bank, the Qatar Financial Centre Regulatory Authority, the Qatar Financial Markets Authority, or any other regulator in Qatar or the QFC. No transaction will be concluded in Qatar. Distribution by the recipient to third parties in Qatar or the QFC is not authorised.
Other Jurisdictions
The absence of a specific discussion in this Material regarding any particular jurisdiction does not imply that the Fund's interests may or may not be purchased in such jurisdiction. Jurisdictions not specifically addressed herein may have laws and regulations that restrict or prohibit the purchase of the Fund's interests. Prospective investors should consult their own professional advisors with respect to the legal, tax, and regulatory requirements applicable to them.
COPYRIGHT AND FURTHER RESTRICTIONS
© 2026 Camphora Capital Inc. All rights reserved. No part of this Material may be (i) copied, photocopied, reproduced, or duplicated in any form by any means, or (ii) distributed or transmitted to any person who is not an employee, officer, director, or authorised agent of the recipient, without the prior written consent of Camphora Capital Inc.