PLEASE READ THIS USER AGREEMENT (THE “AGREEMENT”) CAREFULLY. By accessing any reports, documents, data, tools, products, services or other information or content (collectively, “Site Content”) through this web site (the “Site”), you accept and agree to be bound by all of the terms and conditions of this Agreement. This Agreement governs your access to Site Content through this Site, and is intended to be in addition to, and not in place of, any written agreement that may currently be in effect between you and Beringea or any of its affiliates. If, at any time, you do not wish to accept this Agreement, you must discontinue use of this Site.
Beringea may use this Site to provide you access to Site Content, including information relating to Beringea, certain investment vehicles and accounts managed or advised by Beringea (the “Beringea Funds”) and certain other investment funds (each such fund, a “Portfolio Fund”) and/or investment managers thereof (collectively, “Beringea Information”).
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This website uses cookies which may collect information and statistics about all visitors to this website. Under the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011, a website’s users must knowingly give consent to the use of Cookies on their computers.
What is the directive?
Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011.
What does it relate to?
This directive relates to website users’ consent of Cookies created by a website. The Directive states that
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Confidentiality
All Site Content is confidential and proprietary to Beringea and its licensors. You may not copy, transmit or distribute Site Content, or any data or other information contained therein, in whole or in part, or authorize such actions by others, without Beringea’s express prior written consent or as permitted by the confidentiality provision directly accompanying such Site Content.
You acknowledge and agree that Beringea may collect, maintain and share certain information about you when you register to use the Site, and that Beringea may monitor, collect, maintain and share certain information concerning your use of the Site. The resultant information may be used by Beringea for internal business purposes or in accordance with applicable law, rule or regulation.
Information that we may accumulate as part of your registration or entry into the Site includes your name, company name, professional title, business address, business phone number and business e-mail address (collectively, “Registration Information”). When you use the Site, we may collect “click-stream” data regarding the portions of the Site that you visit and the information or other services you obtain or input. This data may also include your domain name, Internet service provider, protocol, browser type (including versions and settings), operating system and connectivity specifications (collectively, “Click-Stream Data”). Note that neither Registration Information nor Click-Stream Data include any portfolio or investment-specific information. We may also record, store and use any telephone, e-mail or other electronic communications with you (collectively, “Other Communications”).
Beringea may use this Registration Information, Click-Stream Data, and Other Communications to authenticate users, save passwords, facilitate your navigation of our Site, send you notifications about products or services in which you have indicated an interest, and determine your entitlements to data and other services. In addition, Beringea uses the Registration Information, Click-Stream Data, and Other Communications to evaluate the effectiveness of and improve our services to our clients, to determine product development and marketing strategies, and to bring to your attention products and services that we believe may be of interest to you. You hereby consent to the foregoing.
Our monitoring and collection of Registration Information and Click-Stream Data may include the use of “cookies.” Cookies are computer text files that are stored on your computer.
Beringea may process, disclose and transfer this Registration Information, Click-Stream Data, and Other Communications to its subsidiaries and affiliates outside the jurisdiction where you have your relationship with Beringea, as well as to service providers performing services in connection with the operation of the Site, who are bound by confidentiality agreements to protect such data, and as otherwise permitted or required by law. Registration Information, Click-Stream Data, and Other Communications that Beringea shares across national borders, including information from which third parties may conclude the existence of a relationship between you and Beringea, may no longer be covered by data protection or other confidentiality laws or regulations applicable in the jurisdiction of your relationship with Beringea. It will be subject to the laws of the countries to which the Registration Information, Click-Stream Data, and Other Communications have been transferred and where it is held or processed, including those of the United States. Such foreign laws and regulations may offer different levels of confidentiality or data protection than those of the jurisdiction of your relationship with Beringea, and may require Beringea to disclose Registration Information, Click-Stream Data, or Other Communications to authorities or third parties. Beringea does not sell any of this information to any person.
This Site is owned by Beringea. Beringea hereby grants you a non-exclusive and non-transferable right to access the Site and Site Content only for your own private, non-commercial informational purposes, and to print pages of content accessible through this Site only in connection with that use. For the avoidance of doubt, you may not use the Site or any Site Content for any illegal purpose or in any manner inconsistent with this Agreement. Should you choose to download content from the Site, you must do so in accordance with this Agreement. Site Content is licensed only for your internal use and accordingly may not be assigned (by operation of law or otherwise) or transferred without the prior written consent of Beringea and does not transfer any other rights to you or your organization. You agree to notify Beringea in writing promptly upon becoming aware of any unauthorized access or use of Site Content by any party.
You may not modify, distribute, transmit, perform, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and other source-identifying symbols, designs, icons, images, or other information, software or code accessible through this Site. You are prohibited from removing any copyright, trademark or other proprietary footnotes, legal disclaimers, restrictions, disclosures, notices, or legends contained on (or printed from) any Site Content accessible through this Site or on pages that you print containing Site Content. In addition, you are prohibited from decomposing, decompiling, reverse engineering, disassembling or otherwise deconstructing all or any portion of Site Content accessible through this Site. You may not use automated systems (e.g., robots, spiders, etc.) to access the Site.
No Offer of Securities
Site Content is for informational purposes only, is general in nature and does not take into account any investor’s particular circumstances or needs. Therefore, Site Content should not be considered advice with respect to the purchase, sale, holding or management of securities or other assets. Site Content is neither an offer to sell, nor a solicitation of an offer to buy, an interest in any Beringea Fund or in any Portfolio Fund.
An offer to sell, or a solicitation of an offer to buy, an interest in any Beringea Fund, if made, must be preceded or accompanied by such Beringea Fund’s current confidential offering or risk disclosure document (which, among other things, discusses certain risks and other special considerations associated with an investment in such Beringea Fund). In addition, you should not construe any of the information contained in Site Content as legal, tax, or investment advice, and you should seek advice based on your own particular circumstances from your counsel, independent tax advisor, or consultant.
Any information on these pages relating to the VCTs managed by Beringea LLP, is directed at United Kingdom residents only. Shares in the venture capital trusts (“VCTs”) referred to on this website will not be offered to non UK residents.
Whilst, all retail investors may potentially invest in VCTs, they carry a higher risk than many other forms of investment and they may only be suitable for certain retail investors. They are unlikely to be suitable for investors who may need access to funds in the short term and the underlying nature of the investment into smaller companies may increase the risk of financial loss.
The Financial Conduct Authority (“FCA”) is the conduct regulator for 58,000 financial services firms and financial markets in the UK and the prudential regulator for over 18,000 of those firms.
FCA has confirmed that VCT shares are to be treated as “Excluded Securities” in terms that they are not subject to the investment restrictions applied to Non-Mainstream Pooled Investments.
Therefore, VCT shares may only be appropriate for more sophisticated investors with significant investment portfolios, who are able to take a longer term view and understand the risk-return of investing in smaller companies and the tax advantages.
A VCT investment is therefore not suitable for all individuals and if you are in doubt about what action to take you should consult an authorized financial adviser.
No reliance is to be placed on the information contained on this website in making an application to subscribe for, or to make a market purchase of, shares in any of the ProVen VCTs.
Any application to subscribe for new shares in one of the ProVen VCTs should only be made on the basis of the information in the relevant Securities Note. If there is an offer for shares in one of the ProVen VCTs the Securities Note can be downloaded from this website, www.provenvcts.co.uk, or obtained from: Beringea LLP, 55 Drury Lane, London WC2B 5SQ (telephone: 020 7845 7820). Prospective investors should ensure that they read the risk warnings set out in the Securities Note. Beringea does not provide advice and nothing on these web pages should be construed as investment or tax advice. An investment is not suitable for all individuals. If you are in any doubt about what action to take you should consult an authorised financial adviser.
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This Agreement is in addition to (and does not replace or modify) any other agreement(s) you may have with Beringea, its affiliates, or any Beringea Fund (the “Other Agreements”). The use of this Site is governed by this Agreement and the Other Agreements.
Site Content may include information provided by, or may be based on information provided by, parties who are not affiliated with Beringea. While Beringea will not provide Site Content to you if Beringea believes or has reason to believe that such Site Content is materially inaccurate, neither Beringea nor any of its affiliates has independently verified such information and makes no representation or warranty as to its accuracy or completeness.
Beringea does not review or monitor any websites linked from or to this Site and is not responsible for any reports, documents, data, tools, products, services or other information or content contained on or accessible through such other websites or their operators, nor will we be liable in any respect whatsoever for any damages arising from your access to such websites.
Any links from or to other websites are provided merely for the convenience of the users of this Site, and the inclusion of these links does not imply an endorsement, representation or warranty by Beringea with respect to any such linked websites or any reports, documents, data, tools, products, services or other information or content contained on or accessible through such websites or their operators.
BERINGEA DISCLAIMS RESPONSIBILITY FOR THE PRIVACY POLICIES AND CUSTOMER INFORMATION PRACTICES OF THIRD-PARTY INTERNET WEBSITES OR ANY CONTENT OR OTHER MATERIALS MADE AVAILABLE THROUGH THOSE WEBSITES HYPERLINKED TO OR FROM THIS SITE. If you access any websites hyperlinked to or from this Site, you do so at your own risk.
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WITHOUT LIMITING ITS GENERAL DISCLAIMER, BERINGEA DOES NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY (INCLUDING FREEDOM FROM COMPUTER VIRUSES), SEQUENCING OR SPEED OF DELIVERY OF THIS SITE OR ANY PART OF THE SITE CONTENT.
Although Beringea attempts to ensure the integrity and accuracy of the Site and Site Content, it makes no guarantees whatsoever as to the correctness or accuracy of them. It is possible that the Site and Site Content could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Site or Site Content by third parties. In the event that an inaccuracy arises, please inform Beringea so that it can be corrected.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, THE SITE CONTENT, AND HYPERLINKED WEB SITES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BERINGEA OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF BERINGEA ’S OBLIGATIONS UNDER THIS AGREEMENT.
IN NO EVENT SHALL BERINGEA , ITS AFFILIATES, LICENSORS, AND CONTENT PROVIDER OR THEIR RESPECTIVE OFFICERS, DIRECTORS, PRINCIPALS, AGENTS, AND EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THIS SITE OR THE SITE CONTENT OR WITH ANY DELAY OR TECHNICAL PROBLEMS IN USING THIS SITE, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, OR ANY INFORMATION AND MATERIALS OBTAINED THROUGH THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE OR THE SITE CONTENT; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS APPLY EVEN IF BERINGEA, ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, PRINCIPALS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SITE CONTENT, AND/OR HYPERLINKED WEB SITES IS TO STOP USING THEM. SOME STATES LIMIT THE APPLICABILITY OF DISCLAIMERS OR LIMITATIONS OF LIABILITY, IN WHICH CASE SUCH LIMITATIONS SHALL APPLY ONLY TO THE EXTENT LEGALLY ENFORCEABLE IN THE APPLICABLE JURISDICTION. THIS LIMITATION OF LIABILITY IS COMPREHENSIVE.
Beringea will not be required to notify you of any change in the Site’s features or the Site Content. In addition, Beringea has the right to suspend or prohibit your current or future use of the Site (or any portion thereof) at any time without notice to you and with or without cause. Beringea may also temporarily suspend or revoke your rights to use the Site based on Beringea’s belief or suspicion that your use of Site Content exceeds or violates this Agreement.
In consideration of your use of Site Content, you agree, in addition to your other obligations under this Agreement, not to take any action which would cause a Beringea Fund or any investment in a Beringea Fund to cease to be eligible for any applicable exemption from registration under the Investment Company Act of 1940, as amended.
Site Content is protected by copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of the U.S. and other countries and international treaties. Site Content is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Site.
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You agree to indemnify, defend and hold harmless Beringea, its affiliates and licensors and content providers and their respective members, officers, directors, principals, agents and employees from and against any and all suits, claims, damages, losses, demands, liabilities, costs and expenses (including, without limitation, judgments, fines, sanctions, and amounts paid or to be paid in settlement and reasonable attorneys’, experts’ and other professional fees) arising out of or relating to (a) the use by you and your authorized employees, counsel or other professional advisors (“authorized users”) of this Site and Site Content; (b) the actual or alleged breach by you or your authorized users of this Agreement or any representation, warranty, or covenant made by you or your authorized users in this Agreement; (c) the violation by you or your authorized users of any applicable law, statute, ordinance or regulation; or (d) claims asserted by third parties which, if proven, would place you or your authorized users in breach of the representations, warranties, covenants or other provisions in this Agreement.
This Agreement shall be construed and enforced in accordance with the laws of the State of Michigan without reference to its choice of law rules. You agree to hereby irrevocably and expressly consent, in any and all actions or proceedings arising in any manner under or related in any manner to this Agreement, to (i) submit to the personal jurisdiction of any state or federal court sitting in the State of Illinois; (ii) serve or accept any complaint, summons, notices or other process relating to any such action or proceeding by delivery thereof by hand or by U.S. certified mail, without receipt requested; and (iii) waive any claim or defense in any such action or proceeding based on any alleged lack of personal jurisdiction, improper venue, or forum non conveniens, or any similar basis.
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You acknowledge and agree that all notices, requests and other communications relating to this Agreement or the Site may be delivered to you by Beringea through the mail at your last known address in the records of Beringea, through e-mail to an address you have provided to Beringea or via the Site. Beringea shall not be responsible for any delay in the delivery, or non-receipt, of any such written or electronic mail notification due to your failure to provide current information to Beringea, and any such electronic mail notification shall be effective when delivered at the electronic mail address that Beringea has on file for you.
Beringea may from time to time and without notice to you post an amended and restated form of this Agreement (the “Amended Agreement”) containing changes, modifications or additions to, or removal of portions of, the terms of this Agreement. Modifications will be effective immediately upon posting unless Beringea indicates otherwise. It is your responsibility to periodically review the most current version of the Agreement. You may use your browser to print copies of any updated Agreement. Your continued use of the Site and Site Content will indicate your acceptance of the Amended Agreement.
You may not assign or transfer all or any of your rights and obligations under this Agreement. This Agreement shall bind any of your successors and other legal representatives. This Agreement shall operate for the benefit of Beringea and its successors and assigns.
Except as otherwise set forth above, this Agreement constitutes the entire agreement between you and Beringea governing your use of the Site and supersedes all other oral and written communications with respect to the Site.
Copyright 2018. Beringea. All Rights Reserved. In the United Kingdom, Beringea operates as Beringea LLP, a firm authorised and regulated by the Financial Conduct Authority. In the United States of America, Beringea operates as an SEC-registered investment advisor, Beringea, LLC.
Beringea LLP is a small, authorised, UK Alternative Investment Fund Manager (sub-threshold) and is part of an investment firm group, although Beringea is the only regulated firm in the prudential group.
The Firm is categorised as a MIFIDPRU small non-interconnected (SNI) investment firm which is able to control (but not hold) client money and manage investments. As such, we have undertaken an Internal Capital and Risk Assessment Process (ICARA), taking into account the relevant rules and guidance contained in the FCA Handbook, namely:
Qualitative disclosures
A) Our approach to remuneration for all staff:
Beringea LLP has a Remuneration Policy designed to align our business and staff members with the needs of our clients, and to treat them fairly.Our policy adheres to the FCA’s MIFIDPRU Remuneration Code in SYSC 19G (“the Remuneration Code”).
Our Remuneration Policy is gender neutral. We ensure that as a Firm, we meet the requirements of the Equality Act 2010, which prohibits discrimination on the basis of an individual’s protected characteristics both before and after employment is offered. The Act applies to pay and all other contractual terms, including variable remuneration.
B) The objectives of our financial incentives:
We are required to establish, implement, and maintain remuneration policies, procedures and practices that are consistent with and promote sound and effective risk management.
In addition, as a firm which provides investment services to clients, we must ensure that we do not remunerate or assess the performance of our staff in a way that conflicts with our duty to act in the best interests of our clients. We must therefore ensure that clients are treated fairly, and their interests are not impaired by our remuneration practices.
Link between remuneration and performance
The Firm is dedicated to ensuring that individuals are not remunerated for exceeding the risk tolerances of the Firm. When assessing individual performance, the Firm takes account of financial as well as non-financial criteria.
The remuneration and incentives will not solely or predominantly be based on quantitative commercial criteria and will take account of appropriate qualitative criteria including compliance with applicable regulations, fair treatment of clients and quality of services provided to clients. Poor performance in the Firm’s non-commercial criteria may pose a threat to the Firm’s financial soundness and therefore we will place value on the non-commercial criteria which will be considered alongside the metrics of commercial performance. The Firm ensures that individuals making subjective judgements remain objective by referring to an established framework for making such judgements. This framework includes:
The Firm recognises that performance can be exaggerated within any single year resulting in disproportionate results. In order to protect against this, we have adopted a multi-year framework which considers the underlying business cycles of the Firm and benchmarks its performance against an industry average.
C) The decision-making procedures and governance surrounding the development of the remuneration policies and practices the firm is required to adopt. Including (where applicable):
Based on the nature, scale, and complexity of the Firm’s business model we do not believe it is appropriate to have a Remuneration Committee and therefore the Partners are responsible for the Implementation and oversight of this Remuneration Policy. They do this in a manner that will align with the Firm’s remuneration practices and with its risk tolerance. The Remuneration Policy is reviewed by the Partners at least annually after receiving advice from the Compliance Officer.
The Remuneration Policy was created with assistance from our compliance consultants – Adempi Associates.
Ownership by the Board
Beringea’s Remuneration Policy has been approved by its Management Body after taking advice from our Compliance Officer. The preparation of the policy is supported by HR.
The Compliance Officer monitors the Firm’s Remuneration Policy in connection with its liquidity and capital requirements. The Compliance Officer has the responsibility of identifying, measuring, and monitoring the risk profile of the Firm and reporting to the Partners as well as ensuring the policy complies with relevant legislation and regulations.
In establishing the Firm’s top-down remuneration framework, the Partners will take into consideration:
Aggregate remuneration awarded to all staff for the financial year 2023:
Remuneration is gross of all employer taxes and pension contributions. The only form of variable remuneration in the period was cash relating to bonuses and performance fees.