Terms of Use and Disclosure Notice

Starlight Capital Management, LLC and other trademarks on this Site are trademarks and service marks or registered trademarks or service marks of Starlight Capital Management , LLC and/or its direct or indirect subsidiaries and affiliates (herein referred to as “Starlight Capital Management,” “we” or “us”). All material available on the Site, except where otherwise noted, is under copyright to Starlight Capital Management. Starlight Capital Management reserves all rights with respect to copyright and trademark ownership of all material on the Site, and will enforce such rights to the full extent of applicable law.

Nothing on the Site shall be construed as granting any license or right to use any image, trademark, service mark or logo. Downloading, copying or printing individual pages and/or parts of the Site is allowed for personal, non-commercial use only, and will not transfer title to any software or material on the Site to you. You must not reproduce, distribute, reverse engineer, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site except as generally and ordinarily permitted through the Site according to the Terms of Use. You must not access or use any part of the Site or any Services or materials available through the Site for any commercial purposes. Explicit attribution to Starlight Capital Management must be made in the event that the material, or any part thereof, is reproduced in any form, written or electronic. Furthermore, any reproduction, re-publication or distribution of this material requires the express consent of Starlight Capital Management.

We reserve the right, in our sole discretion, to deny or suspend use of the Site or Services to anyone for any reason or no reason at all. You agree that you will not, and will not attempt to: (a) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity in connection with your use of the Site or the Services; (b) use the Site or Services to violate any local, state, national, or international law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the Site or Services; (d) distribute viruses or other harmful computer code through the Site, or (e) otherwise use the Services or Site in any manner that exceeds the scope of use granted above. You agree that you will not upload, post, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (up to, but not excluding, any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically, or otherwise objectionable.

By visiting our websites or sending us email, you are communicating with us electronically. By communicating with us electronically, you agree that: (a) we may communicate with you electronically by email, or as appropriate, by posting general notices on our websites; (b) all notices, disclosures, and other communications that we send you electronically satisfy any legal requirement that such communications be in writing; and (c) any notices are deemed to be given and received on the date we transmit any electronic communication as described above.

This Site is not directed at, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any jurisdiction where such distribution, publication, availability or use would be contrary to applicable law or regulation or which would subject Starlight Capital Management to any registration or licensing requirement within such jurisdiction.

Under no circumstances should any information provided on the Site or in the Services be considered as an offer soliciting the purchase or sale of any security or interest in any pooled investment vehicle sponsored, discussed, or mentioned by Starlight Capital Management nor should it be construed as an offer to provide investment advisory services. Such offers or solicitations will be made separately and only by means of the confidential offering documents of the specific pooled investment vehicles which should be read in their entirety, and only to those who, among other requirements, meet certain qualifications under federal securities laws. Such investors, defined as accredited investors and qualified purchasers, are generally deemed capable of evaluating the merits and risks of prospective investments and financial matters. There can be no assurances that our investment objectives will be achieved or investment strategies will be successful. Any investment in a vehicle managed by Starlight Capital Management involves a high degree of risk including the risk that the entire amount invested is lost.

Nothing on this Site shall constitute an offer or a solicitation of an offer to buy or sell any products or services, including but not limited to any securities, financial instruments or other investments or investment advice. The information in the Site is descriptive of Starlight Capital Management as a whole and the services, securities and financial instruments described may not be suitable for you or available in the jurisdiction in which you are located, or may only be available through a branch or an affiliate of Starlight Capital Management that is properly licensed to offer such services, securities or financial instruments in such jurisdiction.

Starlight Capital Management will not treat users of this Site as its clients by virtue of them accessing it. Users of this Site should seek the advice of their independent financial adviser prior to taking any investment decision on the basis of any information contained herein and no information herein constitutes general or specific investment, legal, tax or accounting advice of any kind.

The information contained on this Site may relate to the products and services of a person or entity that is located in a jurisdiction other than that in which you are located. Accordingly the rules for the protection of private customers that apply in the jurisdiction in which you are located may not apply in relation to such products and services.

Information and opinions presented in this Site have been obtained or derived from sources believed to be reliable, but Starlight Capital Management makes no representation as to their accuracy or completeness. Starlight Capital Management maintains the right to delete or modify information on this Site without prior notice.

Starlight Capital Management may, to the extent permitted by applicable law and/or regulation, participate or invest in financing transactions with the issuer(s) of securities referred to in this Site, perform services for or solicit business from such issuers, and/or have a position or holding, or other material interest or effect transactions in such securities or options thereon or investments related thereto. Starlight Capital Management may, to the extent permitted by applicable law and/or regulation, act upon or use the information or opinions it presents on this Site, or the research or analysis on which such information or opinions are based, before the material is published. Starlight Capital Management may have served as manager or co-manager of a public offering of securities for, or currently may make a primary market in issues of, any or all of the issuers referred to on this Site or may be providing, or have provided within the previous 12 months, significant advice or investment services in relation to the investment concerned or a related investment.

Starlight Capital Management may have issued other reports that are inconsistent with, and reach different conclusions from, the information presented in this Site. Those reports reflect the different assumptions, views and analytical methods of the analysts who prepared them and Starlight Capital Management is under no obligation to ensure that such reports are brought to your attention.

Past performance should not be taken as an indication or guarantee of future performance, and no representation or warranty, express or implied, is made regarding future performance. Investing entails risks, including possible loss of principal. The price of, value of and income from securities or financial instruments can fall as well as rise. Certain investments are subject to high volatility, and may experience sudden and large falls in their value. Losses may equal or exceed your original investment. Foreign currency-denominated securities and financial instruments are subject to fluctuations in exchange rates that may have a positive or adverse effect on the value, price or income of such securities or financial instruments. Some investments may not be readily realizable and it may be difficult to sell or realize those investments. Similarly it may prove difficult for you to obtain reliable information about the value, or risks, to which such an investment is exposed. There are also special risk considerations associated with international and global investing (especially emerging markets), small-company investing, single-industry funds or investment strategies, single-country or regional funds or investment strategies, or other special, aggressive or concentrated investment strategies, such as the use of leverage or derivatives. Investors in securities effectively assume these risks.

YOU EXPRESSLY AGREE THAT USE OF THE SITE OR SERVICES IS AT YOUR SOLE RISK. BOTH THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. STARLIGHT CAPITAL MANAGEMENT MAKES NO WARRANTY THAT ACCESS TO THE SITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT VIRUSES OR OTHER HARMFUL COMPONENTS WILL NOT BE TRANSMITTED IN CONNECTION WITH YOUR USE OF THE SITE. STARLIGHT CAPITAL MANAGEMENT HEREBY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND/OR REGULATION, ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, REGARDING THE SITE AND SERVICES AND ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SITE AND ITS CONTENTS AND THE SERVICES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING AND/OR USAGE OF TRADE OR THEIR EQUIVALENTS UNDER THE APPLICABLE LAWS AND/OR REGULATIONS OF ANY JURISDICTION. STARLIGHT CAPITAL MANAGEMENT DOES NOT WARRANT OR GUARANTEE THE ACCURACY, TIMELINESS, SUITABILITY, COMPLETENESS OR AVAILABILITY OF THIS SITE OR SERVICES OR THE INFORMATION OR RESULTS OBTAINED FROM USE OF IT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL STARLIGHT CAPITAL MANAGEMENT BE LIABLE TO ANYONE FOR ANY DAMAGES ARISING IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE FROM ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THIS SITE OR THE SERVICES OR FROM ANY ACTION TAKEN OR NOT TAKEN AS A RESULT, REGARDLESS OF WHETHER THEY ARE DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR TRADING LOSSES OR LOST PROFITS, OR FOR ANY CLAIM OR DEMAND BY ANY THIRD PARTY, EVEN IF STARLIGHT CAPITAL MANAGEMENT KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES, CLAIM OR DEMAND.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF STARLIGHT CAPITAL MANAGEMENT (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATING TO STARLIGHT CAPITAL MANAGEMENT’S OPERATION OF OR YOUR USE OF THIS SITE OR THE SERVICES EXCEED $100.

The Site or Services may link to or integrate with other websites operated or content provided by third parties, and such other websites may link to this Site. We have no control over any such third party websites or their content and will have no liability arising out of or related to such websites or their content. The existence of any such link does not constitute an endorsement of such websites, the content of the websites, or the operators of the websites. Therefore, any opinions, statements, products, services or other information expressed or made available by third party suppliers on this Website are those of such third party suppliers. We do not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of the content displayed on our websites or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with us. All disclaimers and other notices associated with such materials shall apply and supplement these terms of use as to the individual content. We are providing these links to you only as a convenience. You release and hold Starlight Capital Management harmless from any and all liability arising from your use of any third-party website or service.

Cautionary statement regarding forward-looking information

This Site contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, in the future we, and others on our behalf, may make statements that constitute forward-looking statements. Such forward-looking statements may include, without limitation, statements relating to the following:

• our plans, objectives or goals;
• our future economic performance or prospects;
• the potential effect on our future performance of certain contingencies; and
• assumptions underlying any such statements.

Words such as “believes,” “anticipates,” “expects,” “intends” and “plans” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. We do not intend to update these forward-looking statements except as may be required by applicable securities laws. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that predictions, forecasts, projections and other outcomes described or implied in forward-looking statements will not be achieved. We caution you that a number of important factors could cause results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include:

• the ability to maintain sufficient liquidity and access capital markets;
• market and interest rate fluctuations and interest rate levels;
• the strength of the global economy in general and the strength of the economies of the countries in which we conduct our operations, in particular the risk of continued slow economic recovery or downturn in the US or other developed countries in the future;
• the direct and indirect impacts of deterioration or slow recovery in residential and commercial real estate markets;
• adverse rating actions by credit rating agencies in respect of sovereign issuers, structured credit products or other credit-related exposures;
• the ability to achieve our strategic objectives, including improved performance, reduced risks, lower costs and more efficient use of capital;
• the ability of counterparties to meet their obligations to us;
• the effects of, and changes in, fiscal, monetary, trade and tax policies, and currency fluctuations;
• political and social developments, including war, civil unrest or terrorist activity;
• the possibility of foreign exchange controls, expropriation, nationalization or confiscation of assets in countries in which we conduct our operations;
• operational factors such as systems failure, human error, or the failure to implement procedures properly;
• actions taken by regulators with respect to our business and practices in one or more of the countries in which we conduct our operations;
• the effects of changes in laws, regulations or accounting policies or practices;
• competition in geographic and business areas in which we conduct our operations;
• the ability to retain and recruit qualified personnel;
• the ability to maintain our reputation and promote our brand;
• the ability to increase market share and control expenses;
• technological changes;
• the timely development and acceptance of our new products and services and the perceived overall value of these products and services by users;
• acquisitions, including the ability to integrate acquired businesses
• successfully, and divestitures, including the ability to sell non-core assets;
• the adverse resolution of litigation and other contingencies;
• the ability to achieve our cost efficiency goals and cost targets; and
• our success at managing the risks involved in the foregoing

We caution you that the foregoing list of important factors is not exclusive.

All opinions and estimates expressed in this Site constitute our judgment as of publication and do not constitute general or specific investment legal, tax or accounting advice of any kind.

IF YOU ARE DISSATISFIED WITH ANY OF THE CONTENT OR MATERIALS ON OUR WEBSITES, OR ANY SERVICES OR INFORMATION AVAILABLE THROUGH THEM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING OUR WEBSITES OR SERVICES.

THE FOREGOING DISCLAIMER SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

Without limiting any other rights and remedies available to us, we reserve the right, in our sole discretion and without prior notice, to end your access to our websites or block your future access to our websites for any reason.

You agree that any violation, or threatened violation, by you of these terms of use will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate.

These remedies are in addition to any other remedies we may have at law or in equity.

You agree to defend, indemnify, and hold us harmless from and against any and all claims, losses, liability, costs, and expenses (including attorney’s fees) arising from your use of our websites, violation of these terms of use, or violation of any third-party rights.

YOU AGREE TO WAIVE ANY AND ALL LAWS THAT MAY LIMIT THE EFFICACY OF ANY RELEASES CONTAINED IN THESE TERMS OF USE, INCLUDING THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542.

You agree that all matters relating to your access to or use of our websites, including all disputes, will be governed by the laws of the United States and by the laws of the State of New York without regard to its conflicts of laws rules. You agree to the personal jurisdiction by and venue in the state and federal courts of the State of New York. You also waive any objections to such jurisdiction or venue.

These terms of use, accepted by you upon use of our websites, and further affirmed by becoming a registered member or submitting content or materials to or through our websites, constitutes the entire agreement between you and us regarding the use of our websites.

All parts of these terms of use apply to the maximum extent permitted by law. We both agree that if we cannot enforce a part of this contract as written, then that part will be replaced with terms that most closely match the intent of the part we cannot enforce to the extent permitted by law. The invalidity of part of this contract will not affect the validity and enforceability of the remaining provisions.