Important Disclaimers

Last updated: May 2025  |  Grand Duchy of Luxembourg

IMPORTANT: Please read thesedisclaimers carefully before accessing any information on the AlterLegacyplatform. By accessing the platform, you confirm that you have read, understoodand agree to be bound by these disclaimers. If you do not accept these disclaimersin their entirety, you must not access or use the platform.

1. General

The AlterLegacy platform (the"Platform") is operated by AlterLegacy Sarl, a societe aresponsabilite limitee incorporated under Luxembourg law, with registeredoffice at 2, rue Siggy vu Letzebuerg, L-1933 Luxembourg("AlterLegacy"). AlterLegacy is not an authorised alternativeinvestment fund manager (AIFM), investment firm, credit institution, or paymentinstitution, and is not regulated by the Commission de Surveillance du SecteurFinancier (CSSF) or any other financial supervisory authority in its capacityas operator of the Platform.

Fund vehicles accessible through thePlatform are managed by Fundequate Management S.a r.l. ("theManager"), a registered alternative investment fund manager pursuant toArticle 3(2) of the Luxembourg Law of 12 July 2013 on alternative investmentfund managers ("AIFM Law"). The Manager is registered with, but notauthorised by, the CSSF. Registration does not constitute authorisation anddoes not confer the regulatory protections available to investors in fundsmanaged by authorised AIFMs.

These disclaimers apply to all information,materials and content available on or through the Platform, including allfund-related documentation, market commentary, performance data, and any othermaterials published by AlterLegacy or the Manager.

2. No Investment Advice

Nothing on the Platform constitutesinvestment advice, a personal recommendation, or a solicitation or offer tobuy, sell or subscribe for any financial instrument or fund interest.AlterLegacy does not provide investment advice, portfolio management services,or any other regulated financial service within the meaning of Directive2014/65/EU (MiFID II) as transposed by the Luxembourg Law of 30 May 2018 onmarkets in financial instruments, or within the meaning of any other applicablelaw.

All information provided through thePlatform is for general informational purposes only. It does not take intoaccount the individual investment objectives, financial situation, risktolerance, or particular needs of any specific investor. Any decision to investmust be made on the basis of the relevant offering documentation and with thebenefit of independent professional advice, including legal, tax, financial andaccounting advice, as appropriate.

AlterLegacy does not makeinvestment recommendations. No communication through the Platform, whetherwritten, oral or electronic, should be construed as a recommendation orendorsement of any fund vehicle, investment strategy, or financial instrument.

 

3. Risk Warning

3.1 General Investment Risk

Investments in alternative investment fundvehicles are speculative in nature and involve a high degree of risk.Prospective investors should be aware that:

  • The value of an investment in a fund vehicle may godown as well as up. Investors may not recover the full amount of their originalcommitment and may lose their entire investment.
  • Past performance of a fund vehicle, its manager, or anyreferenced benchmark is not a reliable indicator of future results and shouldnot be relied upon as such.
  • Projected or target returns, internal rates of return(IRR), or other forward-looking statements are based on assumptions andestimates that may prove to be incorrect. Actual results may differ materiallyfrom those projected.
  • An investment in a fund vehicle is not equivalent to adeposit with a credit institution and is not covered by any deposit guaranteescheme.
  • Fund vehicles are not publicly traded and there is noestablished secondary market for interests in fund vehicles. Investors shouldbe prepared to hold their investment for the full term of the relevant fund,which may be ten (10) years or longer.

3.2 Illiquidity Risk

Investments in fund vehicles accessiblethrough the Platform are highly illiquid. Investors will typically receiveilliquid interests that are subject to holding period requirements and lock-upprovisions. There is no guarantee that any secondary market or redemptionmechanism will be available. Investors who may require access to their capitalbefore the end of the fund term should not invest.

3.3 Leverage Risk

Certain fund vehicles may employ leverage,which can magnify both gains and losses. The use of leverage increases the riskof loss and may result in investors losing more than their original investment.

3.4 Concentration And Strategy Risk

Certain fund vehicles may be concentratedin a limited number of investments, sectors, or geographies. Such concentrationmay increase volatility and the risk of significant loss. The investmentstrategies employed by fund vehicles may be complex and involve risks that arenot typically associated with investments in publicly traded securities.

3.5 Currency Risk

Fund vehicles may invest in assetsdenominated in currencies other than the base currency of the fund.Fluctuations in exchange rates may adversely affect the value of investmentsand returns received by investors.

3.6 Regulatory And Tax Risk

The regulatory and tax treatment ofinvestments in alternative fund vehicles is complex and subject to change.Changes in law, regulation, or tax treatment may adversely affect the value ofinvestments or the returns available to investors. Investors are stronglyencouraged to obtain independent tax advice in their jurisdiction of residencebefore investing.

RISK WARNING: Alternativeinvestment fund vehicles are only appropriate for investors who have sufficientknowledge and experience to evaluate the risks and merits of such investments,who understand those risks, and who are able to bear the loss of their entireinvestment. Investments in fund vehicles accessible through the Platform areavailable exclusively to qualified investors as defined under applicableLuxembourg law.

 

4. Registered AIFM - Regulatory Limitations

Investors should be aware of the followinglimitations arising from the registered (sub-threshold) status of FundequateManagement S.a r.l. as manager of fund vehicles accessible through thePlatform:

  • Registered Status Only: Fundequate Management S.a r.l.is registered with the CSSF pursuant to Article 3(2) of the AIFM Law as amanager operating below the thresholds of EUR 100 million (for leveraged funds)or EUR 500 million (for unleveraged funds with a five-year lock-up period). Itis not authorised by the CSSF as a full-scope AIFM.
  • No EU Marketing Passport: Fund vehicles managed byFundequate Management S.a r.l. do not benefit from the EU marketing passportavailable under Article 32 of the AIFM Law to funds managed by authorisedAIFMs. Such fund vehicles may only be made available to investors in accordancewith the national private placement rules (NPPR) of each relevant member state,which vary by jurisdiction.
  • Reduced Investor Protections: Fund vehicles managed bya registered AIFM are not subject to the full suite of investor protectionrequirements applicable under AIFMD to funds managed by authorised AIFMs. Inparticular, certain requirements relating to depositaries, leverage limits,delegation restrictions, and regulatory reporting that apply to authorisedAIFMs may not apply to the Manager.
  • Jurisdiction-Specific Access: Access to fund vehiclesthrough the Platform may not be available to investors in all EU member statesor other jurisdictions. Investors are responsible for verifying that theiraccess to and investment in any fund vehicle is permitted under the laws oftheir jurisdiction of residence.
  • No CSSF Authorisation of Fund Vehicles: Fund vehiclesmanaged by the Manager have not been authorised or approved by the CSSF asinvestment products.

The CSSF does not supervise or verify the investmentmerits of such fund vehicles.

The regulatory protectionsafforded to investors in funds managed by a registered AIFM differ from and aremore limited than those afforded to investors in funds managed by a fullyauthorised AIFM. Prospective investors should carefully consider these limitationsbefore investing.

 

5. No Offer Or Solicitation

The information and materials available onthe Platform do not constitute an offer to sell, or a solicitation of an offerto buy, any fund interest or other financial instrument in any jurisdiction. Nosuch offer or solicitation may be made until an investor has been verified assatisfying the applicable eligibility criteria and has received and reviewedthe relevant offering documentation.

The availability of information about afund vehicle on the Platform does not indicate that such fund vehicle isavailable for investment in any particular jurisdiction. Access to specificfund vehicle information and any related subscription process is conditionalupon the completion of AlterLegacy's investor eligibility assessment and, whereapplicable, the applicable national private placement notification requirementsof the relevant member state.

Nothing on the Platform is directed at orintended for use by any person in any jurisdiction where such use would becontrary to applicable law or regulation, or which would subject AlterLegacy orthe Manager to any registration, authorisation, or notification requirementthat has not been satisfied.

6. Restricted Persons And Jurisdictions

Access to the Platform and any informationor materials thereon is restricted to persons who satisfy the applicableinvestor eligibility criteria under Luxembourg and EU law. The Platform is notdirected at, and may not be accessed or used by:

  • Retail investors who do not qualify as Well-InformedInvestors within the meaning of the Luxembourg Law of 23 July 2016 on reservedalternative investment funds or the Luxembourg Law of 13 February 2007 onspecialised investment funds, or as Professional Investors within the meaningof Annex II to MiFID II;
  • Any person located in, resident in, or a national ofany jurisdiction in which the access to or use of the Platform, or the offer orsale of interests in fund vehicles, is restricted, prohibited, or subject toprior registration or authorisation requirements that have not been satisfied;or
  • Any person who is the subject of EU, UN, or otherapplicable sanctions or embargo measures, or who appears on any applicablesanctions list.

AlterLegacy reserves the right to restrictaccess to the Platform to any person at any time and for any reason, includingwhere AlterLegacy determines that such person does not satisfy the applicableeligibility criteria or is located in a restricted jurisdiction.

7. Accuracy Of Information

AlterLegacy endeavours to ensure that theinformation available on the Platform is accurate and up to date at the time ofpublication. However, AlterLegacy makes no representation, warranty, orguarantee, express or implied, as to the accuracy, completeness, timeliness, orfitness for purpose of any information provided on or through the Platform.

Information provided by the Manager or bythird parties through the Platform, including fund performance data, portfoliovaluations, and market commentary, has not been independently verified byAlterLegacy. AlterLegacy is not responsible for any error, omission, orinaccuracy in such information.

Fund valuations provided through thePlatform are prepared in accordance with the valuation methodology described inthe relevant fund documentation and applicable accounting standards, includingthe International Private Equity and Venture Capital Valuation Guidelines (IPEVGuidelines, 2025 edition) where applicable. Such valuations represent estimatesonly and may not reflect the price at which an investment could actually berealised.

8. Forward-Looking Statements

Certain information available on thePlatform may include forward-looking statements, projections, estimates,targets, or other statements that are not statements of historical fact. Suchforward-looking statements are based on assumptions, estimates, andexpectations that AlterLegacy and the Manager believe to be reasonable at thetime of preparation but which may prove to be incorrect.

Forward-looking statements are subject tosignificant risks, uncertainties, and other factors that may cause actualresults, performance, or achievements to differ materially from those expressedor implied. AlterLegacy and the Manager undertake no obligation to update orrevise any forward-looking statement, whether as a result of new information,future events, or otherwise.

Past performance is not a reliableindicator of future results. Target or projected returns are not guaranteed andmay not be achieved. Investors should not place undue reliance onforward-looking statements or projected returns in making their investmentdecisions.

 

9. SFDR Classification

Each fund vehicle accessible through thePlatform will disclose its classification under Regulation (EU) 2019/2088 ofthe European Parliament and of the Council on sustainability-relateddisclosures in the financial services sector (SFDR) in its pre-contractualdocumentation. AlterLegacy makes no representation as to the sustainabilitycharacteristics or environmental, social, or governance (ESG) profile of anyfund vehicle beyond those disclosures made in the relevant offeringdocumentation.

Classification of a fund vehicle underArticle 6, 8, or 9 of SFDR does not constitute a guarantee of environmental orsocial outcomes, does not imply that the fund vehicle meets any particular ESGstandard, and should not be relied upon as an endorsement of the fund vehicle'sinvestment strategy or sustainability claims. Investors should review therelevant sustainability disclosures in full before making any investmentdecision.

10. Third-Party Information And Links

The Platform may contain links to orinformation from third-party websites, publications, data providers, or otherexternal sources. Such links and references are provided for informationalpurposes only. AlterLegacy does not endorse, control, or accept responsibilityfor the content, accuracy, or reliability of any third-party source. Access tothird-party websites is at the user's own risk and subject to the terms andconditions of the relevant third party.

Market data, indices, or benchmarksreferenced on the Platform are provided for illustrative purposes only and donot imply that any fund vehicle tracks, replicates, or seeks to outperform anyparticular index or benchmark.

11. Limitation Of Liability

To the fullest extent permitted byapplicable law, AlterLegacy, its directors, officers, employees, agents, andaffiliates shall not be liable for any direct, indirect, incidental, special,consequential, or punitive damages arising out of or in connection with:

  • Access to or use of, or inability to access or use, thePlatform or any information or materials thereon;
  • Any investment decision made in reliance on informationavailable through the Platform;
  • Any error, omission, interruption, or inaccuracy in theinformation provided on the Platform;
  • Any technical failure, interruption, or unavailabilityof the Platform; or
  • Any loss of data or unauthorised access to useraccounts or information.

Nothing in these disclaimers shall excludeor limit AlterLegacy's liability for death or personal injury caused by itsnegligence, or for fraud or fraudulent misrepresentation, or for any otherliability that cannot be excluded or limited under applicable Luxembourg law.

12. Regulatory Complaints

AlterLegacy maintains a complaints handlingprocedure in accordance with applicable Luxembourg law. If you wish to make acomplaint regarding AlterLegacy's services or the Platform, please contactAlterLegacy in writing at legal@alterlegacy.com or by post to 2, rue Siggy vuLetzebuerg, L-1933 Luxembourg. AlterLegacy will acknowledge your complaintpromptly and endeavour to resolve it within a reasonable timeframe.

If your complaint is not resolved to yoursatisfaction, you may be entitled to refer it to the Commission de Surveillancedu Secteur Financier (CSSF) at 283, route d'Arlon, L-1150 Luxembourg(www.cssf.lu), or to another competent supervisory or dispute resolutionauthority in your jurisdiction of residence, subject to applicable eligibilityrequirements.

Investors who consider that the Manager hasacted in breach of its obligations under applicable Luxembourg law may alsocontact the CSSF directly.

13. Governing Law

These disclaimers and any dispute arisingout of or in connection with them shall be governed by and construed inaccordance with the laws of the Grand Duchy of Luxembourg. The courts ofLuxembourg City (Tribunal d'arrondissement de et a Luxembourg) shall haveexclusive jurisdiction to settle any dispute arising out of or in connectionwith these disclaimers, without prejudice to any mandatory consumer protectionrights that may apply in your jurisdiction of residence.

14. Updates To These Disclaimers

AlterLegacy reserves the right to update oramend these disclaimers at any time. The current version of these disclaimers,together with the date of last update, is available on the Platform. Continueduse of the Platform following publication of any amendments constitutesacceptance of the revised disclaimers.

 

For any queries relating to thesedisclaimers, please contact legal@alterlegacy.com.