International Disclosures
Last Updated October 2025
Americas
BERMUDA
The Interests being offered hereby are being offered on a private basis to investors who satisfy the criteria outlined in
this report. This report is not subject to, and has not received approval from, either the Bermuda Monetary Authority
or the Bermuda Registrar of Companies and no statement to the contrary, explicit or implicit, is authorized to be
made in this regard. Interests may be offered or sold in Bermuda only in compliance with the provisions of the
Investment Business Act of 2003 of Bermuda and the Investment Funds Act 2006 of Bermuda (each as amended)
which regulate the sale or promotion of fund interests or securities in Bermuda. Additionally, non-Bermudian persons
(including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are
permitted to do so under applicable Bermuda legislation.
BRAZIL
The shares in the Radcliffe Funds (the “Funds”) may not be offered or sold to the public in Brazil. Accordingly, the
shares in the Funds have not been nor will be registered with the Brazilian Securities Commission – CVM nor have
they been submitted to the foregoing agency for approval. Documents relating to the shares in the Funds, as well as
the information contained therein, may not be supplied to the public in Brazil, as the offering of shares in the Funds
are not a public offering of securities in Brazil, nor used in connection with any offer for subscription or sale of
securities to the public in Brazil.
CANADA
This confidential report pertains to the offering of the securities described in this report only in those jurisdictions and
to those persons where and to whom they may be lawfully offered for sale, and only by persons permitted to sell such
securities. This report is not, and under no circumstances is to be construed as, an advertisement or a public offering
of the securities described in this report in Canada. No securities commission or similar authority in Canada has
reviewed or in any way passed upon this document or the merits of the securities described in this report, and any
representation to the contrary is an offence.
CAYMAN
The information provided herein is for informational purposes only and does not constitute an offer to sell or a
solicitation of an offer to buy any securities or financial products. Furthermore, this information is being made
available on the basis that the recipient acknowledges and understands that the entities and securities to which it
may relate have not been approved, licensed by or registered by the Cayman Islands Monetary Authority (CIMA) or
any other regulatory authority within the Cayman Islands, and may not be offered, sold, or otherwise made available
within the Cayman Islands. Any offering or dissemination of this information within the Cayman Islands without prior
approval or registration may be subject to legal and regulatory sanctions. Prospective investors are advised to consult
with their own legal, investment, and tax advisers regarding the implications of investing in such securities and
financial products.
Asia
ABU DHABI GLOBAL MARKET
This communication is sent strictly within the context of, and constitutes, an exempt communication. This report
relates to the Funds which are not subject to any form of regulation or approval by the Financial Services Regulatory
Authority of the Abu Dhabi Global Market (the “FSRA”). The FSRA accepts no responsibility for reviewing or verifying
any prospectus or documents in connection with the Funds. Accordingly, the FSRA has not approved this document
or any other associated documents nor taken any steps to verify the information set out in this report, and has no
responsibility for it. The financial product to which this document relates may be illiquid and/or subject to restrictions
on its resale. Prospective purchasers should conduct their own due diligence on the financial product. This report
does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase
the Funds in the Abu Dhabi Global Market and accordingly should not be construed as such. If you do not understand
the contents of this report you should consult an authorized financial adviser. This communication and any related
document is strictly not directed to those who would not be considered Authorized Persons, Recognized Bodies or
persons outside the ADGM for the purposes of the Financial Services and Markets Regulations 2015.
DUBAI INTERNATIONAL FINANCIAL CENTER
This information does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to
subscribe for or purchase, any securities or investment products in the UAE (including the Dubai International
Financial Centre and the Abu Dhabi Global Market) and accordingly should not be construed as such. Furthermore,
this information is being made available on the basis that the recipient acknowledges and understands that the
entities and securities to which it may relate have not been approved, licensed by or registered with the UAE Central
Bank, the Dubai Financial Services Authority, the UAE Securities and Commodities Authority, the Financial Services
Regulatory Authority or any other relevant licensing authority or governmental agency in the UAE. The content of this
report has not been approved by or filed with the UAE Central Bank, the Dubai Financial Services Authority, the UAE
Securities and Commodities Authority or the Financial Services Regulatory Authority.
HONG KONG
Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are
advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document,
you should obtain independent professional advice.This report has not been registered by the Registrar of Companies
in Hong Kong. The fund referenced herein is a collective investment scheme as defined in the Securities and Futures
Ordinance of Hong Kong (the “Ordinance”) but has not been authorized by the Securities and Futures Commission
pursuant to the Ordinance. Accordingly, the Shares may only be offered or sold in Hong Kong to persons who are
“professional investors” as defined in the Ordinance and any rules made under the Ordinance or in circumstances
which are permitted under the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong and
the Ordinance. In addition, this document may not be issued or possessed for the purposes of issue, whether in Hong
Kong or elsewhere, and the Shares may not be disposed of to any person unless such person is outside Hong Kong,
such person is a “professional investor” as defined in the Ordinance and any rules made under the Ordinance or as
otherwise may be permitted by the Ordinance.]The Funds are collective investment schemes but are not authorized
under Section 104 of the Securities and Futures Ordinance of Hong Kong by the Securities and Futures Commission
of Hong Kong. Accordingly the distribution of this report, and the placement of interests in Hong Kong, is restricted.
This report may only be distributed, circulated or issued to persons who are professional investors under the
Securities and Futures Ordinance and any rules made under that Ordinance or as otherwise permitted by the
Securities and Futures Ordinance.
UAE: UNITED ARAB EMIRATES (EXCLUDING DUBAI INTERNATIONAL FINANCIAL CENTER AND ABU DHABI
GLOBAL MARKET) RESIDENTS ONLY.
This report, and the information contained herein, does not constitute, and is not intended to constitute, a public offer
of securities in the United Arab Emirates (“UAE”) and accordingly should not be construed as such. The interests are
only being offered to a limited number of investors in the UAE who (a) are willing and able to conduct an independent
investigation of the risks involved in an investment in such interests, and (b) upon their specific request. The interests
have not been approved by or licensed or registered with the UAE Central Bank, the Securities and Commodities
Authority, or any other relevant licensing authorities or governmental agencies in the UAE. The report is for the use of
the named addressee only, who has specifically requested it without a promotion effected by Radcliffe Capital
Management, L.P., its promoters or the distributors of its interests, and should not be given or shown to any other
person (other than employees, agents or consultants in connection with the addressee’s consideration thereof). No
transaction will be concluded in the UAE and any enquiries regarding the interests should be made to Radcliffe
Capital Management, L.P.
SINGAPORE
This report has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this report
and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of
interests may not be circulated or distributed, nor may interests be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an
institutional investor pursuant to Section 304 of the Securities and Futures Act 2001 of Singapore (the “SFA”) or (ii)
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Australia
AUSTRALIA
This report is not a prospectus or product disclosure statement under the Corporations Act 2001 (Cth) (Corporations
Act) and does not constitute a recommendation to acquire, an invitation to apply for, an offer to apply for or buy, an
offer to arrange the issue or sale of, or an offer for issue or sale of, any securities in Australia except as set out below.
The Funds have not authorized nor taken any action to prepare or lodge with the Australian Securities & Investments
Commission an Australian law compliant prospectus or product disclosure statement. Accordingly, this report may
not be issued or distributed in Australia and the Interests in the Funds may not be offered, issued, sold or distributed
in Australia by Radcliffe Capital Management, L.P., or any other person, under this report other than by way of or
pursuant to an offer or invitation that does not need disclosure to investors under Part 6D.2 or Part 7.9 of the
Corporations Act. This report does not constitute or involve a recommendation to acquire, an offer or invitation for
issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of Interests to a ‘retail client’ (as
defined in section 761G of the Corporations Act and applicable regulations) in Australia.
Europe
EUROPEAN ECONOMIC AREA (EEA) AND UNITED KINGDOM (UK):
In relation to each member state of the European Economic Area (each a “Relevant State”) which has implemented
the Alternative Investment Fund Managers Directive (Directive (2011/61/EU)) (the “AIFMD”), this report may only be
distributed and interests may only be offered or placed in a Relevant State to the extent that: (1) the Fund is permitted to be
marketed to professional investors in the Relevant State in accordance with AIFMD (as implemented into the local
law/regulation / as it forms part of local law of the Relevant State); or (2) this report may otherwise be lawfully
distributed and the interests may otherwise be lawfully offered or placed in that Relevant State (including at the
initiative of the investor).In addition, the following restrictions apply to the distribution of this report:
FRANCE
Interests in the Funds may only be lawfully offered or placed in the Republic of France if the Fund is permitted to be
marketed to professional investors or to the extent that this report may otherwise be lawfully distributed.
GERMANY
Interests may in particular not be distributed or marketed in any way to German retail or semi-professional investors if
the Fund is not admitted for distribution to these investor categories by the Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht).
IRELAND
The distribution of this report in Ireland and the offering or purchase of Interests is restricted to the individual to whom
it is addressed. Accordingly, it may not be reproduced in whole or in part, nor may its contents be distributed in writing
or orally to any third party and it may be read solely by the person to whom it is addressed and their professional
advisers. Interests in the Funds will not be offered or sold by any person: (a) otherwise than in conformity with the
provisions of the European Union (Markets in Financial Instruments) Regulations 2017, as amended; (b) in any way
which would require the publication of a prospectus under the Companies Act 2014 or any regulations made
thereunder; or (c) in Ireland except in all circumstances that will result in compliance with all applicable laws and
regulations in Ireland.
SWITZERLAND
The offer and the marketing of interests of the Funds in Switzerland will be exclusively made to, and directed at,
qualified investors (the “Qualified Investors”), as defined in Article 10(3) and (3ter) of the Swiss Collective Investment
Schemes Act (“CISA”) and its implementing ordinance, at the exclusion of qualified investors with an opting-out
pursuant to Art. 5(1) of the Swiss Federal Act on Financial Services (“FinSA”) and without any portfolio management
or advisory relationship with a financial intermediary pursuant to Article 10(3ter) CISA (“Excluded Qualified
Investors”). Accordingly, the Funds have not been and will not be registered with the Swiss Financial Market
Supervisory Authority (“FINMA”) and no representative or paying agent have been or will be appointed in Switzerland.
This interests and/or any other offering or marketing materials relating to the interests of the Funds may be made
available in Switzerland solely to Qualified Investors, at the exclusion of Excluded Qualified Investors. The legal
documents of the Funds may be obtained free of charge from Radcliffe Capital Management, L.P.
UNITED KINGDOM
This report may only be distributed and the Interests may only be offered or placed in the United Kingdom to the
extent that (1) the Funds are permitted to be marketed to professional investors in the United Kingdom in accordance
with AIFMD (as it forms part of the domestic law of the United Kingdom); or (2) this report may otherwise be lawfully
distributed and the Fund may otherwise be lawfully offered or placed in the UK (including at the initiative of the
investor).This report may be issued in the United Kingdom by Radcliffe Capital Management, L.P. to, and/or is directed
at, only persons to or at whom it may lawfully be issued or directed under the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended, including persons who are authorized under the Financial
Services and Markets Act 2000 (“FSMA”), as amended, certain persons having professional experience in matters
relating to investments, high net worth companies, high net worth unincorporated associations or partnerships, or
trustees of high value trusts. The Interests are only available to such persons in the United Kingdom and this
document must not be relied or acted upon by any other persons in the United Kingdom.
Australia
AUSTRALIA
This report is not a prospectus or product disclosure statement under the Corporations Act 2001 (Cth) (Corporations
Act) and does not constitute a recommendation to acquire, an invitation to apply for, an offer to apply for or buy, an
offer to arrange the issue or sale of, or an offer for issue or sale of, any securities in Australia except as set out below.
The Funds have not authorized nor taken any action to prepare or lodge with the Australian Securities & Investments
Commission an Australian law compliant prospectus or product disclosure statement. Accordingly, this report may
not be issued or distributed in Australia and the Interests in the Funds may not be offered, issued, sold or distributed
in Australia by Radcliffe Capital Management, L.P., or any other person, under this report other than by way of or
pursuant to an offer or invitation that does not need disclosure to investors under Part 6D.2 or Part 7.9 of the
Corporations Act. This report does not constitute or involve a recommendation to acquire, an offer or invitation for
issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of Interests to a ‘retail client’ (as
defined in section 761G of the Corporations Act and applicable regulations) in Australia.
Europe
EUROPEAN ECONOMIC AREA (EEA) AND UNITED KINGDOM (UK):
In relation to each member state of the European Economic Area (each a “Relevant State”) which has implemented
the Alternative Investment Fund Managers Directive (Directive (2011/61/EU)) (the “AIFMD”), this report may only be
distributed and interests may only be offered or placed in a Relevant State to the extent that: (1) the Fund is permitted to be
marketed to professional investors in the Relevant State in accordance with AIFMD (as implemented into the local
law/regulation / as it forms part of local law of the Relevant State); or (2) this report may otherwise be lawfully
distributed and the interests may otherwise be lawfully offered or placed in that Relevant State (including at the
initiative of the investor).In addition, the following restrictions apply to the distribution of this report:
FRANCE
Interests in the Funds may only be lawfully offered or placed in the Republic of France if the Fund is permitted to be
marketed to professional investors or to the extent that this report may otherwise be lawfully distributed.
GERMANY
Interests may in particular not be distributed or marketed in any way to German retail or semi-professional investors if
the Fund is not admitted for distribution to these investor categories by the Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht).
IRELAND
The distribution of this report in Ireland and the offering or purchase of Interests is restricted to the individual to whom
it is addressed. Accordingly, it may not be reproduced in whole or in part, nor may its contents be distributed in writing
or orally to any third party and it may be read solely by the person to whom it is addressed and their professional
advisers. Interests in the Funds will not be offered or sold by any person: (a) otherwise than in conformity with the
provisions of the European Union (Markets in Financial Instruments) Regulations 2017, as amended; (b) in any way
which would require the publication of a prospectus under the Companies Act 2014 or any regulations made
thereunder; or (c) in Ireland except in all circumstances that will result in compliance with all applicable laws and
regulations in Ireland.
SWITZERLAND
The offer and the marketing of interests of the Funds in Switzerland will be exclusively made to, and directed at,
qualified investors (the “Qualified Investors”), as defined in Article 10(3) and (3ter) of the Swiss Collective Investment
Schemes Act (“CISA”) and its implementing ordinance, at the exclusion of qualified investors with an opting-out
pursuant to Art. 5(1) of the Swiss Federal Act on Financial Services (“FinSA”) and without any portfolio management
or advisory relationship with a financial intermediary pursuant to Article 10(3ter) CISA (“Excluded Qualified
Investors”). Accordingly, the Funds have not been and will not be registered with the Swiss Financial Market
Supervisory Authority (“FINMA”) and no representative or paying agent have been or will be appointed in Switzerland.
This interests and/or any other offering or marketing materials relating to the interests of the Funds may be made
available in Switzerland solely to Qualified Investors, at the exclusion of Excluded Qualified Investors. The legal
documents of the Funds may be obtained free of charge from Radcliffe Capital Management, L.P.
UNITED KINGDOM
This report may only be distributed and the Interests may only be offered or placed in the United Kingdom to the
extent that (1) the Funds are permitted to be marketed to professional investors in the United Kingdom in accordance
with AIFMD (as it forms part of the domestic law of the United Kingdom); or (2) this report may otherwise be lawfully
distributed and the Fund may otherwise be lawfully offered or placed in the UK (including at the initiative of the
investor).This report may be issued in the United Kingdom by Radcliffe Capital Management, L.P. to, and/or is directed
at, only persons to or at whom it may lawfully be issued or directed under the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended, including persons who are authorized under the Financial
Services and Markets Act 2000 (“FSMA”), as amended, certain persons having professional experience in matters
relating to investments, high net worth companies, high net worth unincorporated associations or partnerships, or
trustees of high value trusts. The Interests are only available to such persons in the United Kingdom and this
document must not be relied or acted upon by any other persons in the United Kingdom.