Terms and Conditions of Use

Last Updated: 3/28/2019

Please read all of the following before using the Pavilion, a Mercer Practice (“Pavilion”) Research Website (the “Website”). By continuing to access, link to, or use this Website you will be deemed to accept the Terms and Conditions of Use (“TCU”). Pavilion reserves the right to change or add to the TCU at any time in its sole discretion, all such changes shall be effective immediately upon posting and your continued use constitutes your acceptance of the TCU as so modified. (“You” or “Your” shall mean any person who has agreed to the terms of the TCU, as well as his/her employer, representatives, agents and affiliates.)

General Terms

  1. Confidentiality. Pavilion has agreed to provide you with access to certain “Confidential Information” (as defined below) through this Website. You agree to treat any such Confidential Information which is furnished to you by Pavilion or its representatives in the manner described below.

    1. The term “Confidential Information” shall mean any disclosures, information and materials contained on the Website.

    2. The term “Confidential Information” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives in violation of the terms of this Agreement, (ii) as shown by written records, was lawfully within your possession prior to its being furnished to you by or on behalf of Pavilion, provided that the source of such information was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Pavilion or any other party with respect to such information or (iii) becomes available to you on a non-confidential basis from a source other than Pavilion or its representatives, provided that the source of such information was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Pavilion or any other party with respect to such information.

    3. Notwithstanding the above, you or any of your representatives may disclose any Confidential Information in compliance with any applicable law, rule or regulation.

    4. You hereby agree that the Confidential Information will not be used by you or your agents for any purpose other than to assist you in evaluating your investment in or a potential investment in the Managers discussed in the Confidential Information and will be treated as confidential by you and your agents. To treat as confidential shall mean that you will not disclose the Confidential Information to any third party without Pavilion’s prior written consent and that you will take the same precautions to prevent the unauthorized disclosure of Confidential Information to third parties that you take to prevent the unauthorized disclosure of your own confidential information.

    5. You shall restrict the communication of the Confidential Information to your agents who need to know to the extent necessary for the purposes hereof. You shall ensure that all of your agents to whom the Confidential Information is communicated or given shall comply with the terms of this Agreement. You shall be responsible for any breach hereof by any of your agents.

    6. In some cases, Pavilion has entered into separate Nondisclosure Agreements with particular managers. In order to access Confidential Information of that manager, as defined in the particular agreement, you agree to accept the terms of that particular manager’s Nondisclosure Agreement with Pavilion. In doing so, you agree to be bound by the provisions of any such Nondisclosure Agreement as though you were a party thereto and further agree the manager is a third-party beneficiary of these Confidentiality Terms with respect to the applicable Confidential Information.

  2. Restrictions on Use. You agree to use the Website solely for your own personal and/or internal use and benefit, and not for resale or external distribution. You may not copy, reproduce, recompile, decompile, disassemble, reverse engineer, distribute, publish, display, perform, modify, upload to a server, create derivative works from, transmit or in any way exploit any part of the Website, except that you may download material from the Website and/or make one print copy for your own personal and/or internal use, provided that any such downloaded or printed materials retain all copyright and other proprietary notices. You may not re-circulate, redistribute or publish the analysis and presentation included in the Website without Pavilion’s prior written consent.

  3. License. You acquire absolutely no rights or licenses in or to the Website and materials contained within the Website other than the limited right of access to the Website in accordance with the TCU. Should you choose to download content from the Website, you must do so in accordance with the TCU. Such download is licensed to you by Pavilion ONLY for your own personal and/or internal use in accordance with the TCU and does not transfer any other rights to you.

  4. Disclaimer and Limitation of Liability.

    (A) Pavilion makes no warranty of any kind, express or implied, as to the Website, including, but not limited to, satisfactory quality, non-infringement, title or fitness for a particular purpose or use.

    (B) The content of other websites, that may be linked to the Website is not maintained or controlled by Pavilion. Pavilion is therefore not responsible for the availability, content, or accuracy of other websites that may be linked to the Website. Pavilion does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Website; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other websites that may be linked to the Website; or (c) make any endorsement, express or implied, of any other websites that may be linked to the Website.

    (C) Material on the Website is not intended as an offer to sell or a solicitation to buy a security, including any interest in any investment fund referred to on the Website. Nothing on the Website constitutes any form of tax, legal or other advice, and any such advice should be obtained from an appropriately qualified third party.

    (D) While being based on data which Pavilion reasonably believes to be substantially true, accurate complete, Pavilion does not guarantee the accuracy, completeness, or timeliness of any information contained on the Website.

    (E) There can be no assurance or guarantee that the past performance of Managers presented in this material will be achievable in future. There is no assurance that any client of Pavilion will necessarily achieve their investment objective or that such client will make any profit, or will be able to avoid incurring losses. Hedge funds are speculative, involve a high degree of risk, and are illiquid: you could lose all or a substantial amount of any investment you make in such funds. Furthermore, such funds are not subject to all the same regulatory requirements as are mutual funds; may involve complex tax structures and delays in the distribution of important tax information; often charge higher fees than mutual funds and such fees may offset the funds’ trading profits; may have a limited operating history; may be highly volatile, and there may not be a secondary market for interests in such funds. There may be restrictions on redemptions and transfer of interests in such funds, and such interests may otherwise be illiquid. Such funds may also be highly leveraged and may have a fund manager with total investment and/or trading authority over the fund. It should also be noted that in the case of hedge funds, there may be a single adviser applying generally similar trading programs with the potential for a lack of diversification and concomitantly higher risk; hedge funds may also affect a substantial portion of trades on foreign exchanges, which have higher trading costs. Private equity funds may have a limited number of holdings and concomitantly higher risk

  5. Indemnification. You agree to indemnify, defend and hold harmless Pavilion and its respective affiliates, suppliers, agents, officers, employees, representatives, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorney's and expert's fees, arising out of or in connection with your use of, or access to, the Website, or any links on the Website, including, but not limited to: (i) your use of or someone using your computer or your account for access to the Website; (ii) a violation of the TCU by you or anyone using your computer, (or account, where applicable); or (iii) any action or inaction by you regarding your use or disclosure of the Confidential Information of an investment manager with whom Pavilion has entered into separate Nondisclosure Agreement which results in a material breach of the Nondisclosure Agreement.

  6. Termination. (a) You may, without prejudice to any accrued rights, terminate the TCU, with or without cause and at any time, by discontinuing your use of the Website and destroying all materials obtained from the Website; (b) you agree that Pavilion, without notice, may terminate the TCU, or suspend your access to the Website, with or without cause at any time and effective immediately. Your access rights to the Website will terminate immediately without notice from Pavilion if you, in Pavilion’s sole discretion, fail to comply with any provision of the TCU; (c) Pavilion shall not be liable to you or any third party for the termination or suspension of the Website, or any claims related to the termination or suspension of the Website. Upon termination of access to the Website by you or Pavilion, you must discontinue your use of the Website, destroy promptly all materials obtained from the Website and any copies thereof.

  7. Governing Law, Entire Agreement, Modification and Severability. These TCU shall be governed by, and construed and enforced in accordance with, the laws of the State of Minnesota. These TCU are intended by the parties hereto as the final expression of their understanding as to the subject matter herein and is the complete and exclusive statement of the terms hereof notwithstanding any oral representation or statements to the contrary heretofore made. No modifications of the TCU or waiver of the terms and conditions hereof shall be binding upon either party or its successors unless approved in writing by the party sought to be bound. If any term or provision of the TCU is held by a court of competent jurisdiction to be valid, void or unenforceable, the remainder of the terms and provisions of the TCU shall remain in full force and effect and shall in no way be affected, impaired or invalidated. No failure or delay by Pavilion in exercising any right hereunder or any partial exercise thereof shall operate as a waiver thereof or preclude any other or further exercise of any hereunder.

References to Mercer shall be construed to include Mercer LLC and/or its associated companies.

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Investment management and advisory services for U.S. clients are provided by Mercer Investments LLC (Mercer Investments). Mercer Investments is a federally registered investment adviser under the Investment Advisers Act of 1940, as amended. Registration as an investment adviser does not imply a certain level of skill or training. The oral and written communications of an adviser provide you with information about which you determine to hire or retain an adviser. Mercer Investments’ Form ADV Part 2A & 2B can be obtained by written request directed to: Compliance Department, Mercer Investments, 701 Market Street, Suite 1100, St. Louis, MO 63101.