The information contained in this website does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities of NIPPON ACTIVE VALUE FUND PLC (the “Company”) in the united states or to any person in any other jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution, directly or indirectly, in whole or in part, within or into the united states (including its territories and possessions, any state of the united states and the district of columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

Any subscription for securities in the Company may be made only pursuant to a prospectus to be issued in due course that will provide detailed information about the Company and the securities to be offered (the “Prospectus”). Particular attention should be paid to the “risk factors” section of the Prospectus which will highlight specific risks relating to the Company.

The Company has not, and will not be, registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and, as such, holders of the securities referred to herein and on the pages that follow will not be entitled to the benefits of the Investment Company Act. In addition, no offer, issue or sale of securities of the Company has been, or will be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any State or other jurisdiction of the United States. Accordingly, securities of the Company may not be offered, sold, pledged or otherwise transferred, distributed or delivered, directly or indirectly, in or into the United States, or to or for the account or benefit of any US person (within the meaning of Regulation S under the Securities Act), except in transactions that are exempt from registration under the Securities Act and under circumstances which will not require the Company to register under the Investment Company Act. No public offering of the Securities is being made in the United States. The information contained in this website, therefore, is generally not available to persons in the United States or who are US Persons.

By accessing this website you are representing to the Company and its advisers that you are not a US Person and are not acting on behalf of a US Person, nor purchasing with a view to re-sale in the US or to or for the account of a US Person, and that you are not an employee benefit plan subject to the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder (in each case as amended) (“ERISA”) or similar US laws or an individual retirement account as defined in section 408 of the US Internal Revenue Code, and that you will not offer, sell, pledge, renounce, distribute, transfer or deliver, directly or indirectly, Shares subscribed for by you into or within the United States.

Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited (together “Shore”), will be acting exclusively for the Company and no-one else in connection with the matters referred to on this website and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore or accordingly for providing advice in relation to any matters referred to on this website. Apart from the responsibilities and liabilities, if any, which may be imposed on Shore by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder, Shore does not accept any responsibility whatsoever for the contents of this website or for any statement made or purported to be made by it, or on its behalf, in connection with the Company. Shore accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of such material or any such statement.

The Company’s shares will be admitted to trading on the Specialist Fund Segment of the London Stock Exchange. The Specialist Fund Segment is intended for institutional, professional, professionally advised and knowledgeable investors who understand, or who have been advised of, the potential risk of investing in companies admitted to the Specialist Fund Segment. Further, the shares are only suitable for investors: (i) who understand and are willing to assume the potential risks of capital loss; (ii) for whom an investment in the shares is part of a diversified investment programme; and (iii) who fully understand and are willing to assume the risks involved in such investment. It should be remembered that the price of the shares can go down as well as up and that investors may not receive, on the sale or cancellation of the shares, the amount that they invested. If you are in any doubt about the contents of this website, you should consult your accountant, legal or professional adviser or financial adviser.

Access to this website is for information purposes only. Any person seeking access to this website represents and warrants to us and to International Fund Management Limited that they are doing so for information purposes only. Making this website available does not constitute an offer to issue or sell or the solicitation of an offer to subscribe for or buy securities in us. Further, it does not constitute a recommendation by us or International Fund Management Limited or any associated company or any other person to subscribe for or buy securities in us. The information on this website is general in nature and does not in any way constitute investment, tax, legal or other advice.

The information on this website is based on information which is otherwise publicly available and, whilst the Company uses all reasonable efforts to ensure the information on this website is accurate and up to date, no representations or warranties are given as to the reliability, accuracy or completeness of the information on this website. The Company accepts no liability for any loss or damage which may arise directly or indirectly from any use of or reliance on such information. To the maximum extent permitted by law, the Company excludes all warranties, conditions, terms, undertakings, and representations (excepting fraudulent misrepresentation) of any kind, express or implied, statutory or otherwise in connection with the Company’s website and the materials contained therein. Nothing in these terms and conditions shall be taken to limit or exclude any liability which may not otherwise be limited or excluded under applicable law.

As some of the Company’s investments may be unquoted, net asset value figures in relation to the Company may be based wholly or partly on estimates of the values of the Company’s investments, which estimates may themselves have been subject to no verification or auditing process or may relate to a valuation at a date before the relevant net asset valuation for the Company, or which have otherwise been estimated by the Company’s advisors. Other information on this website may be historic and/or may no longer be of relevance. The Company reserves the right to add to, modify or delete any information on this site at any time.

Reference in this website or the materials therein to any hypertext link, product, process or service does not imply the Company’s support for, or endorsement or recommendation of the provider thereof or the product, process, or service to which reference is made. This website may contain hypertext links to other websites, resources, or other third parties. The Company is not responsible for the availability of, and accepts no liability in relation to, these external websites or their contents. The Company is not a sponsor, partner, promoter, or publisher of any such website.

Information contained in this website which relates to the net asset value performance of the Company may not be indicative of how the Company’s investments may perform in the future. The information on the pages that follow may contain forward-looking statements. Any statement other than a statement of historical fact is a forward-looking statement. Actual results may differ materially from those expressed or implied by any forward-looking statement. Moreover the values of such investments may fluctuate considerably and the historic net asset values shown for the Company take no account of the costs or practical difficulties of realising some or all of such investments. The value of investments offered through or mentioned in the site may go down as well as up and investors may not get back the amount invested. No assurance can be given that the investment objective will be achieved. Information on past performance, where given, is not necessarily a guide to future performance. Changes in rates of exchange between currencies may cause the value of investments to decrease or increase. The information on the site is provided solely for information and does not constitute investment advice or personal investment recommendations. Investments offered through or mentioned in the site may not be suitable for all recipients and in each case potential investors are advised not to take any investment decision unless they have taken independent advice from an advisor authorised under FSMA.

The agreement between you and the Company relating to your use and browsing of the Company’s website is governed by and shall be construed in accordance with the laws of England and Wales and you agree that the Courts of England shall have exclusive jurisdiction over any disputes arising in relation to such use and browsing. These terms and conditions may not be modified unless the Company agrees in writing.