Distribution and Placement

HelmShare Prime Fund, L.P. is a Cayman Islands exempted limited partnership. Interests in the Fund are limited partnership interests. The Fund is not a company issuing equity securities and is not a limited liability company. The General Partner and Investment Manager is HelmShare LLC, established in the Dubai International Financial Centre and licensed by the Dubai Financial Services Authority as a Category 3C fund manager. The Fund is intended to be registered with the Cayman Islands Monetary Authority under the Private Funds Act. References to HelmShare in the context of the Fund mean these entities as applicable.

HelmShare is not a United States broker-dealer and does not provide brokerage services in the United States. HelmShare is not registered with, and interests in the Fund are not registered with, any United States securities regulator. Nothing on this website or in any HelmShare communication is directed at United States persons or intended to constitute an offer, solicitation or brokerage activity within the United States or to United States persons.

Interests in the Fund are offered only outside the United States, on a private placement basis, in reliance on Regulation S under the United States Securities Act of 1933. United States persons are excluded from the offering. The Fund is not offered to the public. Interests are offered only to eligible investors in the permitted markets, being European Union and European Economic Area professional investors, United Kingdom high net worth and sophisticated investors, and Gulf high net worth, qualified and professional investors in the United Arab Emirates and the Kingdom of Saudi Arabia, in each case subject to the eligibility, suitability and applicable local law requirements set out in the offering documents.

Where the Fund uses placement agents or promoters to introduce eligible investors, each such agent will be appointed under a written placement agent agreement and will be licensed or authorised as required in the market in which it operates. Placement and marketing activity in each market is conducted in accordance with the applicable local regime, including the European Union Alternative Investment Fund Managers Directive national private placement regimes, the United Kingdom financial promotion regime, and the private placement regimes of the United Arab Emirates and the Kingdom of Saudi Arabia. HelmShare does not authorise any person to make any offer or representation that is not contained in the offering documents.

The fees and expenses of the Fund, and any compensation payable to placement agents, are described in the offering documents. These may include the management fee, carried interest, fund expenses, and placement or introduction fees payable to appointed agents. You should read the fee and expense disclosures in the offering documents in full before making any investment decision. Fees and expenses will reduce the amounts available for distribution to investors.

Only eligible investors who meet the classification requirements of their market, and who have completed the required registration, eligibility and know-your-customer procedures, may invest in the Fund. Each prospective investor is responsible for confirming that an investment in the Fund is lawful in their jurisdiction and appropriate for their circumstances. If you are a natural person you must have the legal capacity to enter into the subscription documents, and if you act for an entity you must have the authority to do so.

An investment in the Fund is speculative and involves substantial risk, including the possible loss of the entire amount invested. Interests in the Fund are illiquid, there is no public market for them, and they may need to be held for the full term of the Fund. Returns are not guaranteed, fixed or secure. Targeted or preferred returns are objectives only and may not be achieved. Where the Fund benefits from a charter operator commitment, that commitment is a contractual obligation owed to the Fund by the operator and is subject to the operator's creditworthiness and performance; it is not a guarantee to investors. You should read the risk factors in the offering documents in full and take independent advice before investing.

Investment in the Fund is subject to anti-money laundering, counter-terrorist financing and sanctions requirements. You may be required to provide information and documentation to verify your identity, source of funds and source of wealth. The Fund and its service providers may decline or delay a subscription, or take other steps required by law, where such requirements are not satisfied.

The Fund and its limited partnership agreement are governed by the laws of the Cayman Islands. This website notice is provided by Drifter Apps Unipessoal Limited and, in respect of website use, is governed by Portuguese law, without prejudice to your rights under applicable consumer protection laws. Disputes relating to an investment in the Fund are governed by the dispute resolution provisions of the Fund's offering and subscription documents.

For any questions regarding distribution and placement of the Fund, please contact HelmShare at mike@helmshare.com. We will respond to inquiries in a timely manner and in accordance with applicable regulations.