The confidential private preliminary offering memorandum of the Fund (the "Memorandum") is intended solely for use by the person to whom it has been delivered for the purpose of enabling the recipient to evaluate an investment in the participating shares (the "Participating Shares") of IndexAtlas Art Industry Fund Ltd., a Cayman Islands closed-end investment fund (the "Fund"). Neither the Memorandum nor any accompanying documents are to be reproduced or distributed to any others at any time, in whole or in part, without the prior written consent of the Fund. All recipients agree they will keep confidential all information contained therein or in such other documents and will use the Memorandum and such other documents for the sole purpose of evaluating a possible investment in the Fund. All recipients agree to return the Memorandum and all such documents to the Fund or its administrator if such recipient does not purchase any Participating Shares. Acceptance of the Memorandum by a recipient constitutes an agreement to be bound by the foregoing terms.

Prospective investors are not to construe the contents of the Memorandum as legal, tax, investment or other advice. Each prospective investor should consult its own advisors as to legal, business, tax, regulatory and other related matters concerning an investment in Participating Shares. In making an investment decision, investors must rely on their own examination of the Fund and the terms of the Memorandum, including the merits and risks involved. Each prospective investor should inform itself as to the possible tax consequences, make any required filings with relevant tax authorities and comply with all legal requirements and all exchange control requirements that apply under the laws of the countries of its citizenship, residence or domicile and that might be relevant to the subscription, holding or disposal of Participating Shares.

No person has been authorized to give any information or to make any representation concerning the Fund or the offering of the Participating Shares other than the information contained in the Memorandum and, if given or made, such information or representation must not be relied upon as having been authorized by the Fund, its directors, its investment manager or any associate thereof.

The Participating Shares are offered subject to the right of the Fund to reject any subscription, in whole or in part, in its sole discretion. The Fund also reserves the right to modify, withdraw or cancel any offering made pursuant to the Memorandum at any time prior to the consummation of the offering.

Investors should be aware that they may be required to bear the financial risks of an investment in the Participating Shares for an indefinite period of time. In addition, there is no obligation on the part of any person to register the Participating Shares under any securities laws.

An investment in the Participating Shares involves significant risks. Potential investors should pay particular attention to the information in the section of the Memorandum entitled "Risk Factors and Potential Conflicts of Interest". Investment in the Fund is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks inherent in an investment in the Fund. No assurances can be given that the Fund's investment objectives will be achieved or that investors will receive a return of their capital.

The Participating Shares have not been recommended by the securities commission or any regulatory authority of any nation, state, province or other local jurisdiction. Furthermore, none of the foregoing authorities have reviewed, confirmed the accuracy of or determined the adequacy of the Memorandum. Any representation to the contrary is a criminal offense.

The Participating Shares have not been registered under the United States Securities Act of 1933, as amended, and may not be directly or indirectly offered or sold in the United States or to or for the benefit of any United States persons, or to others purchasing the Shares for re-offering, resale or delivery directly or indirectly in the United States or to or for the benefit of any such persons. The Fund will not be registered as an investment company under the Investment Company Act of 1940, as amended.

The Participating Shares are not the subject of a public offering in the Cayman Islands. Participating Shares may not be sold or transferred to members of the public of the Cayman Islands, except to an exempted or ordinary non-resident company incorporated in the Cayman Islands.

Certain information contained in the Memorandum constitutes "forward-looking statements", which can be identified by the use of forward-looking terminology such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", or "believe" or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those described in the section entitled "Risk Factors and Potential Conflicts of Interest" therein, actual events or results or the actual performance of the Fund may differ materially from those reflected or contemplated in such forward-looking statements.

The Memorandum does not purport to be, and should not be construed as, a complete description of the Articles or the other documents referred to in the Memorandum.

The Memorandum is based on the law and practice currently in force in the Cayman Islands and is subject to changes therein. Neither the delivery of the Memorandum nor the issue of any Participating Share will under any circumstances create any implication or constitute any representation that the affairs of the Fund have not changed since the date hereof.

THE DISTRIBUTION OF THE MEMORANDUM AND THE OFFER AND SALE OF THE PARTICIPATING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. THE MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY PARTICIPATING SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN ANY JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN TO PERMIT A PUBLIC OFFERING IN ANY JURISDICTION WHERE ACTION WOULD BE REQUIRED FOR THAT PURPOSE. ACCORDINGLY, THE PARTICIPATING SHARES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND THE MEMORANDUM MAY NOT BE DISTRIBUTED, IN ANY JURISDICTION, EXCEPT IN ACCORDANCE WITH THE LEGAL REQUIREMENTS APPLICABLE IN SUCH JURISDICTION. PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS WITHIN THEIR OWN COUNTRIES FOR THE PURCHASE OF PARTICIPATING SHARES AND TO ANY TAXATION OR EXCHANGE CONTROL LEGISLATION APPLICABLE TO THEM.