Annex 2  Terms and Conditions 

A.General provisions

1. These Terms and Conditions of Comfort Zone Investments a.s. ("Terms and Conditions") govern the rights and obligations of the Parties in the administration of the Investment (as specified below) by the Manager. The Investment Management Contract shall take precedence over the Terms and Conditions.

2. The Manager is a person registered with the Czech National Bank as a "Person referred to in Section 15(1) of the ZISIF Act", i.e. a person performing asset management comparable to asset management as defined in Section 15(1) of Act No. 240/2013 Coll., on Investment Companies and Investment Funds, as amended (hereinafter referred to as "ZISIF"). Thus, the Manager is authorised to manage assets consisting of funds or valuables collected from or acquired with such funds or valuables from third parties (clients) for the purpose of co-investing them on the basis of a defined strategy for the benefit of such clients.

3. The trustee is only registered with the Czech National Bank ("CNB") in the relevant list. The CNB does not supervise the Manager.

4. The Manager is obliged to manage the Investment in accordance with the Investment Strategy.

5. The Manager is not responsible for the development of the market value of the assets of the investment instruments and other assets in which it has placed the Investment and the returns thereon. The Client acknowledges the possibility of a decrease in the value of its Investment. The Client further acknowledges that the Manager shall not be liable for any depreciation in the value of the Investment or for any appreciation less than the expected return. Therefore, the Client shall have no claims against the Manager in this respect, in particular, the Client shall not be entitled to compensation for damages.

6. Past returns on the Investment do not guarantee future returns.

7. The value of the investment for redemption (as defined below) is dependent on the market price performance of the assets and investment instruments in which the Manager has placed the Client's Investment.

8. The Client agrees to pay the Manager a fee for its services under this Contract in accordance with the Fee Schedule.

B. Definition of some terms

1. For the purposes of the Contract and the Terms and Conditions, the following terms, which are capitalized, shall have the following meanings:

   1. "Manager's Bank Account" means a cash account maintained with a bank or other financial institution with an appropriate license, as specified in the Contract or notified to the Client in writing by the Manager, for the purpose of receiving funds from the Client;

   2. "Total Investment Appreciation" means the difference between the amount of the Investment and the Value of the Investment to be paid out;

   3. "Investment Value" means the total value of the Investment as of the Valuation Date.

   4. "Payout Value" means the value of the Investment as at the last Valuation Date to be paid by the Manager to the Client pursuant to a Payout Instruction or upon termination of the Contract; for the avoidance of doubt, the Payout Value is the amount already less fees as set out in the Fee Schedule;

   5. "Personal Data Processing Information" means a document containing information on the processing of personal data by the Manager in accordance with the relevant legislation, The Personal Data Processing Information was provided to the Client upon signing the Contract and is also available at the Manager's registered office;

   6. "Investment" means all Client funds entrusted to the Manager under the Investment Management Contract;

   7. "Investment Strategy" means the Manager's plan for allocating the Investment to various investment instruments and other assets as further specified in Annex 1 to the Contract;

   8. "Assets under management" means the market value of the aggregate of all clients' investments in the Investment Strategy;

   9. "Costs" means fees paid by the Manager to third parties in connection with the provision of services to the Client under this Contract (e.g., transfer point fees, funds transfer fees, legal and other services related to asset acquisitions, asset acquisition costs, cash handling or currency conversion costs). Costs are not operating costs of the Manager (e.g., payroll costs, general operating costs);

   10. "Valuation" means the calculation of the market value of all assets and cash managed by the Manager under the Investment Strategy and the subsequent use of that value to determine the Investment Value;

   11. "Payout Instruction" means a Client's instruction under which and in accordance with the agreed rules, the Manager will pay the Investment Value to be paid out or any other (lower) amount specified in the instruction without cash to the Client's bank account specified in this Contract;

   12. "Fee Schedule" means the document governing the amount of the Manager's fee for services provided under this Contract; the Fee Schedule is contained in Exhibit 3 to the Contract.

C. Communication between the Parties, delivery

1. The Client expressly agrees that the written form is maintained even in the case of actions taken by electronic or other technical means that allow the content of the action and the identification of the person acting (e.g. e-mail communication) to be captured.

2. Delivery shall be made to the addresses of the Parties set out in the header of this Contract.

3. In the event of a change in contact or payment details, the Party shall notify the other Party in writing of the new contact or payment details within five working days of the change.

4. If there is any doubt as to the identity of the person acting, the Manager is entitled to request from the Client any action in documentary form bearing the officially certified signature of the Client. Such action shall only be effective against the Manager upon delivery of the relevant document bearing a certified signature.

5. The Manager shall not be liable to the Client or any other person for any loss or damage arising from the fact that a document which the Manager, in good faith and in the exercise of such level of care as is customary in the Manager's business, believed to be genuine or issued by the Client or a person authorised to represent the Client, contained defects or was not genuine.

6. The Client shall be obliged to submit to the Manager in writing any inaccuracies detected in the documents received from the Manager within fifteen days from the date of delivery of the document. In the event of the expiration of this deadline, the document shall be deemed to have been approved by the Client.

D. Investment Management Rules

1. The investment can be one-off or recurring. In the case of a recurring investment, the total value of the funds entrusted by the Client is considered to be the Investment.

2. The Client's Initial Investment is a one-time investment (hereinafter referred to as the "Initial Investment") with the Manager allowing the Client to make subsequent Investments (hereinafter referred to as the "Subsequent Investment"). The Manager will always inform Clients in advance of the time period in which it will allow Clients to make an Initial Investment or Subsequent Investment. 

3. The minimum amount of the Initial Investment is EUR 125.000,- or equivalent in another accepted currency. The Client is entitled to make a higher Initial Investment.

4. The minimum amount of the Subsequent Investment is EUR 1.000,- or equivalent in another accepted currency. The Client is entitled to make a higher Subsequent Investment.

5. The decisive date of receipt of the Investment is the date on which the funds are credited to the Bank Account of the Manager. If the funds are credited to the Manager's Bank Account before the Manager receives the executed Contract, the record date for receipt of the Investment shall be the date on which the Contract is delivered to the Manager.

6. The Client shall make the Initial Investment within five Business Days of entering into this Contract unless otherwise agreed in writing by the Manager. Otherwise, the Manager shall be entitled to withdraw from this Contract.

7. The Investment shall be disposed of by the Manager only from the Valuation Date following the date of receipt of the Investment. For the avoidance of doubt, funds credited to the Manager's account between the preceding Valuation Date and the next following Valuation Date (inclusive) shall be valued on that next following Valuation Date and shall be managed by the Manager from that next following Valuation Date under the Investment Strategy.

8. The Manager is entitled to refuse the Initial Investment in part, in particular in the event of an imminent overrun of the applicable limit specified in the ZISIF.

9. The Trustee shall be entitled to reject the Subsequent Investment.

10. The trustee buys and sells assets with the funds entrusted to it in order to increase their value.

11. In managing the Investment, the Manager shall exercise its discretion. The Manager is obliged to respect the Investment Strategy and to act with professional care when managing the Investment.

12. The investments of all clients within the Investment Strategy are invested together (collective asset management).

13. The Client acknowledges that the Manager is not a securities dealer, investment intermediary or other licensed person. The Manager does not provide investment services on an individual basis. Accordingly, the Client is not authorized to instruct the Manager on how to dispose of the Investment, except for a Disbursement Instruction. During the time the Investment is managed by the Manager, the Client has no dispositive authority over the Investment.

14. The Trustee shall pay the Costs associated with the provision of services under this Contract out of the Assets under management.

15. The Manager is not obliged to bill the Client for the Costs.

16. The trustee is entitled to delegate certain tasks to third parties, including activities involving collective asset management. The delegation is possible only if the following conditions are met:

    1. the mandate must not prevent the Manager from acting in the best interests of investors;

    2. The assignment was preceded by a careful selection;

    3. The trustee shall not grant a delegation to the extent that it delegates the actual responsibility of senior management;

    4. The Manager must be able to control the activities of the delegated person; and

    5. The manager must recognise and avoid potential conflicts of interest and, where this is not possible, address them in order to prevent them from adversely affecting the interests of investors.

17. The value of the Investment is determined in US Dollars (USD). The payment of the Investment will always be made in US Dollars (USD) or in any other currency that the Client and the Manager expressly agree upon. In such case, the Client bears the exchange rate risk and currency conversion costs.

E. Informing about the Investment

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 1.The Client agrees that information about the Investment will be delivered to the Client exclusively through the Client Zone on the website www.comfortzoneinvestments.com, including information about the Investment Value and the Valuation, as well as information about changes to the Terms and Conditions and the Fee Schedule and other information and documents.

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 2.The Manager informs the Client about the Investment on a daily basis.

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F. Disbursement of Investment

1. The Client is entitled to submit a Disbursement Instruction, subject to the conditions set out in this Article F.

2. Subject to the rules set out in Article F.1, the Client is entitled to request by a Withdrawal Instruction the payment of only

   1. the entire Investment Value to be paid; or

   2. lump sums greater than USD 1.000,- and at the same time less than the Value of the investment to be paid out, only so that the Value of the investment to be paid out does not actively fall below the equivalent of EUR 125.000,-, unless the Client agrees otherwise with the Manager.

3. The instruction to pay out must be in writing and must be marked with the Client's name, date, Client's signature and whether all or part of the Investment Value is to be paid out, otherwise it is invalid.

4. The Value of the investment to be paid out will be equal to the Value of the investment according to the Valuation closest following the date on which the Client requested the payout, less applicable fees.

5. The Trustee shall make payment to the account specified in the header of this Contract or to an account notified to the Trustee in accordance with Article C.3.

6. If the Payment Instruction is received by the Manager by the twentieth (20th) day of the calendar month, the Manager will make the payment pursuant to the Payment Instruction in question within twenty (20) calendar days after the Valuation closest to the date on which the Client requested the payment. Disbursement Instructions received by the Manager after the twentieth (20th) day of a calendar month will be paid by the Manager within twenty (20) calendar days after the Valuation relating to the following month.

7. The Trustee may suspend payments under the Disbursement Guidelines for a maximum of one (1) year if necessary to protect the rights or legally protected interests of investors. The decision to suspend a payout shall be made by the statutory body of the Manager and the Manager shall prepare a record of the decision, specifying the date and exact time of the decision, the reasons for the suspension, the point in time from which the payout is suspended, whether the suspension extends to Payout Instructions already submitted, whether the effect of existing Payout Instructions continues after the suspension ends (or whether a new Payout Instruction must be submitted), and the period for which the payout is suspended. The Manager shall inform the Client of the decision made. The Client shall not be entitled to interest on late payments during the period of suspension.

8. The Trustee is limited by law to the maximum amount of Assets under management, i.e. the Trustee is not entitled to exceed the applicable limit defined in the ZISIF. If the volume of Assets under management equals or exceeds ninety percent of the applicable limit, the Trustee shall immediately, and no later than within thirty (30) calendar days, ensure that the applicable limit is not exceeded. In such a case, the Manager may, in particular, make a partial payment of the Investment Value in proportion to the Investment Value of each investor.

G. Calculation of the Investment Value

1. The valuation will be carried out at the end of each day. The calculation of the Investment Value shall always be made by the Manager without undue delay after the Valuation.

2. The Manager uses the following formulas and calculations to calculate the Investment Value:

   1. Value of investment at the beginning of the quarter

plus Value of all trades closed in the quarter

plus Value of open trades at the end of the quarter

plus Value of dividends (Withholding tax included) at the end of the day

minus Broker's fees for the quarter (third party, which Manager have no influence on)

minus Management Fee, which is explained in Annex 3,

minus Performance Fee, which is explained in Annex 3.

1. The asset will be measured at fair value.

2. Debts will be measured at fair value.

H. Revenue and payment of revenue

1. The Manager cannot and does not guarantee the appreciation of the Investment or the amount thereof. Past returns do not guarantee future returns.

2. The Manager does not pay dividends or other interim distributions to clients, except in the case of a Payout Instruction. Profits are reinvested.

I. Fees

1. The Manager is entitled to a fee for the performance of its activities under this Contract in accordance with the Fee Schedule, namely a Performance Fee, which is dependent on the Manager's performance in increasing the value of the Investment, and Management Fee.

2. The Performance Fee may be deducted by the Manager (a) at the end of each day and (b) on the relevant Valuation Date in respect of the funds subject to a Disbursement Instruction and (c) on the date of the Subsequent Investment, but only in each case if the conditions under the Fee Schedule are met.

3. The Management fee is deducted quarterly after the regular Valuation, i.e. 4 times a year on the first trading day of February, May, August and November of the calendar year.

J. Efficiency

1. These Terms and Conditions become effective on 1st January 2022