Presentation to Vermont Pension Investment Committee

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#1ØARES Ares Pathfinder Core Fund Asset-Focused Evergreen Income Fund Presentation to Vermont Pension Investment Committee June 22, 2021 Confidential - Not for Publication or Distribution#2Disclaimer These materials are neither an offer to sell, nor the solicitation of an offer to purchase, any security, the offer and/or sale of which can only be made by definitive offering documentation. Any offer or solicitation with respect to any securities that may be issued by any investment vehicle (each, an "Ares Fund") managed or sponsored by Ares Management LLC or any of its subsidiary or other affiliated entities (collectively, "Ares Management") will be made only by means of definitive offering memoranda, which will be provided to prospective investors and will contain material information that is not set forth herein, including risk factors relating to any such investment. Any such offering memoranda will supersede these materials and any other marketing materials (in whatever form) provided by Ares Management to prospective investors. In addition, these materials are not an offer to sell, or the solicitation of an offer to purchase securities of Ares Management Corporation ("Ares Corp"), the parent of Ares Management. An investment in Ares Corp is discrete from an investment in any fund directly or indirectly managed by Ares Corp. Collectively, Ares Corp, its affiliated entities, a all underlying subsidiary entities shall be referred to as "Ares" unless specifically noted otherwise. Certain Ares Fund securities may be offered through our affiliate, Ares Investor Services LLC ("AIS"), a broker-dealer registered with the SEC, and a member of FINRA and SIPC. In making a decision to invest in any securities of an Ares Fund, prospective investors should rely only on the offering memorandum for such securities and not on these materials, which contain preliminary information that is subject to change and that is not intended to be complete or to constitute all the information necessary to adequately evaluate the consequences of investing in such securities. Ares makes no representation or warranty (express or implied) with respect to the information contained herein (including, without limitation, information obtained from third parties) and expressly disclaims any and all liability based on or relating to the information contained in, or errors or omissions from, these materials; or based on or relating to the recipient's use (or the use by any of its affiliates or representatives) of these materials; or any other written or oral communications transmitted to the recipient or any of its affiliates or representatives in the course of its evaluation of Ares or any of its business activities. Ares undertakes no duty or obligation to update or revise the information contained in these materials. The recipient should conduct its own investigations and analyses of Ares and the relevant Ares Fund and the information set forth in these materials. Nothing in these materials should be construed as a recommendation to invest in any securities that may be issued by Ares Corp or an Ares Fund or as legal, accounting or tax advice. Before making a decision to invest in any Ares Fund, a prospective investor should carefully review information respecting Ares and such Ares Fund and consult with its own legal, accounting, tax and other advisors in order to independently assess the merits of such an investment. These materials are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. These materials contain confidential and proprietary information, and their distribution or the divulgence of any of their contents to any person, other than the person to whom they were originally delivered and such person's advisors, without the prior consent of Ares is prohibited. The recipient is advised that United States securities laws restrict any person who has material, nonpublic information about a company from purchasing or selling securities of such company (and options, warrants and rights relating thereto) and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. The recipient agrees not to purchase or sell such securities in violation of any such laws, including of Ares Corp or a publicly traded Ares Fund. These materials may contain "forward-looking" information that is not purely historical in nature, and such information may include, among other things, projections, forecasts or estimates of cash flows, yields or returns, scenario analyses and proposed or expected portfolio composition. The forward-looking information contained herein is based upon certain assumptions about future events or conditions and is intended only to illustrate hypothetical results under those assumptions (not all of which will be specified herein). Not all relevant events or conditions may have been considered in developing such assumptions. The success or achievement of various results and objectives is dependent upon a multitude of factors, many of which are beyond the control of Ares. No representations are made as to the accuracy of such estimates or projections or that such projections will be realized. Actual events or conditions are unlikely to be consistent with, and may differ materially from, those assumed. Prospective investors should not view the past performance of Ares as indicative of future results. Ares does not undertake any obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise. Some funds managed by Ares or its affiliates may be unregistered private investment partnerships, funds or pools that may invest and trade in many different markets, strategies and instruments and are not subject to the same regulatory requirements as mutual funds, including mutual fund requirements to provide certain periodic and standardized pricing and valuation information to investors. Fees vary and may potentially be high. These materials also contain information about Ares and certain of its personnel and affiliates whose portfolios are managed by Ares or its affiliates. This information has been supplied by Ares to provide prospective investors with information as to its general portfolio management experience. Information of a particular fund or investment strategy is not and should not be interpreted as a guaranty of future performance. Moreover, no assurance can be given that unrealized, targeted or projected valuations or returns will be achieved. Future results are subject to any number of risks and factors, many of which are beyond the control of Ares. In addition, an investment in one Ares Fund will be discrete from an investment in any other Ares Fund and will not be an investment in Ares Corp. As such, neither the realized returns nor the unrealized values attributable to one Ares Fund are directly applicable to an investment in any other Ares Fund. An investment in an Ares Fund (other than in publicly traded securities) is illiquid and its value is volatile and can suffer from adverse or unexpected market moves or other adverse events. Funds may engage in speculative investment practices such as leverage, short-selling, arbitrage, hedging, derivatives, and other strategies that may increase investment loss. Investors may suffer the loss of their entire investment. In addition, in light of the various investment strategies of such other investment partnerships, funds and/or pools, it is noted that such other investment programs may have portfolio investments inconsistent with those of the strategy or investment vehicle proposed herein. This may contain information obtained from third parties, including ratings from credit ratings agencies such as Standard & Poor's. Reproduction and distribution of third party content in any form is prohibited except with the prior written permission of the related third party. Third party content providers do not guarantee the accuracy, completeness, timeliness or availability of any information, including ratings, and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such content. THIRD PARTY CONTENT PROVIDERS GIVE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. THIRD PARTY CONTENT PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, COMPENSATORY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, COSTS, EXPENSES, LEGAL FEES, OR LOSSES (INCLUDING LOST INCOME OR PROFITS AND OPPORTUNITY COSTS OR LOSSES CAUSED BY NEGLIGENCE) IN CONNECTION WITH ANY USE OF THEIR CONTENT, INCLUDING RATINGS. Credit ratings are statements of opinions and are not statements of fact or recommendations to purchase, hold or sell securities. They do not address the suitability of securities or the suitability of securities for investment purposes, and should not be relied on as investment advice. The outbreak of a novel and highly contagious form of coronavirus ("COVID-19"), which the World Health Organization has declared to constitute a pandemic, has resulted in numerous deaths, adversely impacted global commercial activity and contributed to significant volatility in certain equity and debt markets. The global impact of the outbreak is rapidly evolving, and many countries have reacted by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. Businesses are also implementing similar precautionary measures. Such measures, as well as the general uncertainty surrounding the dangers and impact of COVID-19, are creating significant disruption in supply chains and economic activity and are having a particularly adverse impact on energy, transportation, hospitality, tourism, entertainment and other industries. The impact of COVID-19 has led to significant volatility and declines in the global financial markets and oil prices and it is uncertain how long this volatility will continue. As COVID-19 continues to spread, the potential impacts, including a global, regional or other economic recession, are increasingly uncertain and difficult to assess. Any public health emergency, including any outbreak of COVID-19 or other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on the funds, the value of their investments and their portfolio companies. The information herein is as of the dates referenced, and not all of the effects, directly or indirectly, resulting from COVID-19 and/or the current market environment may be reflected herein. The full impact of COVID-19 and its ultimate potential effects on portfolio company performance and valuations is particularly uncertain and difficult to predict. REF:TCA-00393 ØARES Confidential - Not for Publication or Distribution 2#31 2 Pathfinder Core - Table of Contents Overview of Pathfinder Core Appendices Case Studies Performance Notes 4 28 32 ØARES#4Overview of Ares Management With approximately $227 billion¹ in assets under management, Ares Management Corporation is a global alternative investment manager operating integrated groups across Credit, Private Equity, Real Estate, Secondary Solutions and Strategic Initiatives Profile Founded AUM Employees Investment Professionals Global Offices Direct Institutional Relationships Listing: NYSE - Market Capitalization The Ares Edge Founded with consistent credit-based approach to investments 20+ year track record of compelling risk adjusted returns through market cycles 1997 $227bn¹ 1,600+² 565+² 25+ 1,125+ ~$14.5bn³ Deep management team with integrated and collaborative approach Pioneer and a leader in leveraged finance and private credit AUM Strategies Global Footprint4 Credit $151.1bn Direct Lending Liquid Credit Alternative Credit Private Equity $29.0bn Corporate Private Equity Infrastructure and Power Special Opportunities Real Estate 1. Includes approximately $19.6 billion of AUM as of March 31, 2021 pro forma for the acquisition of Landmark Partners, which closed on June 2, 2021. 2. Includes approximately 150 employees and 43 investment professionals pro forma for the acquisition of Landmark partners, which closed on June 2, 2021. 3. As of May 28 2021. $17.1bn Real Estate Equity Real Estate Debt Secondary Solutions Note: As of March 31, 2021. AUM amounts include funds managed by Ivy Hill Asset Management, LP., a wholly owned portfolio company of Ares Capital Corporation and registered investment adviser. Past performance is not indicative of future results. 4. Jakarta, Mumbai and New Delhi offices are operated by third parties with whom Ares SSG maintains an ongoing relationship relating to the sourcing, acquisition and/or management of investments. 5. AUM managed by Ares Insurance Solutions excludes assets which are sub-advised by other Ares investment groups or invested in Ares funds and investment vehicles. Confidential - Not for Publication or Distribution $19.6bn Private Equity Real Estate Infrastructure Strategic Initiatives $9.9bn Ares SSG Ares Insurance Solutions5 Ares Acquisition Corporation ØARES#5Driving Investing & Organizational Excellence Through ESG Integration We strive to achieve better investment outcomes and leave a lasting positive impact on our companies and communities Differentiated ESG Approach Long-Standing Commitment to ESG Principles Hired first dedicated resource in 2012 to lead firm-wide ESG program Broad Organizational Buy-In & Partnership Head of ESG partners with designated ESG Champions across Ares to co-author approach, drive implementation and monitor progress Direct Reporting Line Given Executive Priority Head of ESG reports directly to Ares Management's CEO & President PRI Signatory Leadership One of the few publicly-traded alternative investment managers to sign UN's Principles for Responsible Investment Systematic & Tailored Efforts Our approach is bespoke to the unique dynamics of a given strategy and focuses on materiality through leading frameworks (e.g., SASB) Significant Investment & Organizational Impact 2. Includes approximately 150 employees pro forma for the acquisition of Landmark partners, which closed on June 2, 2021. Confidential - Not for Publication or Distribution 5 Responsible Investment Corporate Sustainability Our Beliefs We believe integrating ESG factors into the investment process across strategies generates superior returns and drives positive change in our local communities and the world at large Ares' own corporate sustainability initiatives on material topics such as Inclusion & Diversity, Climate Change and Volunteerism & Philanthropy reflect our view that they are good for business All data as of March 31, 2021, unless otherwise indicated. 1. As of March 31, 2021, AUM amounts include funds managed by Ivy Hill Asset Management, LP., a wholly owned portfolio company of Ares Capital Corporation and a registered investment advisor. Includes approximately $19.6 billion of AUM as of March 31, 2021 pro forma for the acquisition of Landmark Partners, which closed on June 2, 2021. Scale of Impact $227bn¹ of AUM 1,600+² Ares employees 25+ Ares offices ØARES#6Ares Alternative Credit Capabilities Ares is a leader in the Alternative Credit markets Team 40 dedicated investment professionals (one of the market's largest dedicated teams)¹ ~21yrs of experience (on average) across the team's 25 senior investment professionals¹ ~525 investment professionals across Ares Credit, PE and Real Estate¹ Experience ~$15.6bn in AUM across diverse Alt Credit mandates³ ~$15.0bn deployed in Alt Credit since inception² ~$3.5bn deployed in last twelve months As of December 31, 2020 unless otherwise noted. Past performance is not indicative of future results. 1. As of June 2021. 2. Since 2011. Please review in conjunction with the Pro Forma Performance Notes on slide 33. 3. As of March 2021. AUM reflects USD amount. Includes $14.5bn invested across dedicated funds and ~$1.1bn invested across other strategies. Confidential - Not for Publication or Distribution Track Record² 1.3bps realized annualized loss rate across Alt Credit 15.1%/10.8% realized illiquid Alt Credit pro forma gross and net asset-level IRR 5.0%/4.4% realized liquid (IG focused) Alt Credit pro forma gross and net asset-level IRR ARES#7Ares Pathfinder Core Team Large, Cycle-Tested Team 40 Alt Credit specialists¹ in collaboration with over ~525 investment professionals across Credit, Real Estate, Private Equity and Strategic Initiatives Portfolio Managers Keith Ashton² Partner, Co-Head of Alternative Credit (23 years) Kevin Alexander Partner (24 years) Ares Pathfinder Core Additional Investment Committee Members Craig Cortright Managing Director (20 years) Joel Holsinger2 Partner, Co-Head of Alternative Credit (24 years) Sonya Lee Partner (19 years) Eli Appelbaum Managing Director (15 years) David Ells Partner (28 years) Ankur Patel Managing Director (21 years) Jeffrey Kramer² Partner, Head of ABS (34 years) Charles Arduini Partner (20 years) Partner (23 years) Joshua Mason Managing Director (24 years) Vincent Salerno Product Management & Investor Relations¹ Lauren Thomas Chelsea Dodge Moureen Karim Vice President (10 years) Senior Associate (6 years) Associate (4 years) + 57 Additional Product Management & Investor Relations Professionals lan Smith Partner, Trader (19 years) Sumit Sasidharan5 Managing Director (24 years) Felix Zhang Managing Director (10 years) Greg Spilberg Principal (21 years) Ludo Hashemi Vice President (7 years) Haakim Nainar Vice President (7 years) Investment & Asset Management Team¹ Benjamin Fox³ Managing Director (20 years) Kristofer Pritchett Managing Director, Trader (13 years) Brian Hogan Senior Associate (5 years) + 211 Direct Lending Professionals Joel Tomlinson³ Managing Director (22 years) Andie Goh Principal (9 years) Cheng Zeng Principal (14 years) Elizabeth Levi Vice President (7 years) Greg Eacho Senior Associate (7 years) Eric Tang Senior Associate (6 years) + 45 Liquid Credit Professionals Lisa Trolson Managing Director (24 years) Allen Lo Associate (3 years) Peter Keane Principal (18 years) Craig Behrens Vice President (10 years) Cathy Lu Vice President (8 years) Ari Feldman Senior Associate (7 years) Patrick Yu Senior Associate (5 years) +82 Real Estate Professionals As of March 31, 2021, unless otherwise noted. Years referenced represents number of years of relevant experience. 1. As of June 2021. 2. Serves on Ares' Alternative Credit Executive Committee. 3. In addition to responsibilities on the Alternative Credit team, serves as a Managing Director in the Ares Real Estate Group. 4. In addition to responsibilities on the Alternative Credit team, serves as a Managing Director in the Ares Credit Group where he focuses on direct lending. 5. In addition to responsibilities on the Alternative Credit team, serves as a Managing Director and Head of Capital Markets, Real Estate Debt in the Ares Real Estate Group. Confidential - Not for Publication or Distribution Scott Rosen4 Managing Director (20 years) Benjamin Tyszka Managing Director (20 years) Alex Smit Principal (9 years) Stephen Gardner Vice President (7 years) Dongning Luo Vice President (9 years) Zach Green Senior Associate (6 years) Nate Kim Associate (3 years) +17 Special Opportunities Professionals ØARES#8Ares Alt Credit Track Record Since 2011, Ares has invested ~$15.0 billion across 1,615+ investments with an annualized loss rate of 1.3bps a The Total Alt Credit track record is comprised of the "Pathfinder Core Strategy Subset" and "Liquid IG Alt Credit" "Pathfinder Core Strategy Subset" consists of investments made in strategies with risk-return objectives aligned with those of Pathfinder Core Total Realized "Liquid IG Alt Credit" consists of investments made in strategies focused on lower risk-return objectives including investment grade rated investments Invested Capital ($mm) # of Investments Pro Forma Asset-level IRR (Gross / Net) W.A. Pro Forma Gross MOIC Invested Capital ($mm) # of Investments Pro Forma Asset-level IRR (Gross / Net) W.A. Pro Forma Gross MOIC Annualized Loss Rate Pathfinder Core Strategy Subset 7,034 494 13.4% / 10.1% 1.2x 3,422 284 15.1% / 11.6% 1.2x Total Alt Credit 2.1bps Liquid IG Alt Credit 8,006 1,122 4.7% / 4.1% 1.1x 3,870 643 5.0% / 4.4% 1.1x 0.7bps As of December 31, 2020. Past performance is not indicative of future results. The pro forma performance results shown have been compiled by Ares from actual realized and unrealized investments that were not collectively part of an actual portfolio. Pro forma performance results may have inherent limitations, and no representation is being made that any investor will or is likely to achieve profits or losses similar to those shown. Had a fund focused on the assets represented by this performance actually existed, Ares may not have made the same investment decisions. Given Ares did not offer an investment vehicle that held all of the assets included in the pro forma track record, an investor was not able to invest in these assets as presented. There are factors related to the markets in general, or to the implementation of any specific portfolio strategy, which cannot be fully accounted for in the preparation of pro forma portfolio performance, all of which can adversely affect actual portfolio results. The Pathfinder Core Strategy Subset includes certain investments allocated to Ares Pathfinder Fund which have higher underwritten returns than investments contemplated for the Pathfinder Core Fund. Please review in conjunction with the Pro Forma Performance Notes on slide 33. Confidential - Not for Publication or Distribution ØARES#9Ares Alt Credit Track Record (cont'd) The team has a track record of identifying investments with downside protection and upside optionality For example, while few of our investments have delivered low returns, a substantial percentage have delivered better- than-expected performance Over 85% of realized investments achieved returns greater than 7.5% ● ● % of Invested Capital 30% 25% 20% 15% 10% 5% 0% Pathfinder Core Strategy Subset Gross Realized Asset-Level Return Stratification Realized Investments IRR Distributionb ặ 8 % of Invested Capital 40% 30% 20% 10% 0% Realized <1.00x 1.00x - 1.10X Investments MOIC Distributionc 1.10x - 1.20x 1.20x - 1.30x 1.30x - 1.40x As of December 31, 2020. The Pathfinder Core Strategy Subset includes certain investments allocated to Ares Pathfinder Fund which have higher underwritten returns than investments contemplated for the Pathfinder Core Fund. Past performance is not indicative of future results. Please refer to slide 33 for additional detail. References to "downside protection" or similar language are not guarantees against loss of investment capital or value. Confidential - Not for Publication or Distribution 1.40x - 1.50x 1.50x - 1.60x 1.60x - 1.70x >=1.70x ØARES#10Overview of Pathfinder Core Asset-Focused, Evergreen Income Strategy ● $1.5 billion+ initial target seeking to deliver 8-10% net returns with a 90%+ income distribution rate¹ Diversified portfolio of at least 50 investments (with significant collateral diversification), with ~1-3% average position sizes Investing with purpose: At least 5% of Pathfinder Core's carried interest will be donated to support health and education charities and initiatives² Type of Assets We invest in large, diversified portfolios of assets that generate contractual cash flows and have demonstrated stable performance throughout cycles. These asset pools generally consist of: Loans Lending Lend against assets Leases Format of Investments We approach asset investing with a flexible approach, seeking to provide a tailored capital solution. The format of our investments is typically one of the following: 10 Liquids Buy Alt Credit securities For illustrative purposes only. 1. Targeted returns are shown for illustrative purposes only, and there can be no assurance that such targets can be achieved. Actual results may be materially different. No guarantee target fundraise can be achieved. 2. Please refer to slide 25 for additional details. Confidential - Not for Publication or Distribution Receivables Asset Acquisition Acquire asset pools ØARES#11Comparing Investment Cash Flow Profiles The typical Alternative Credit investment has a cash flow profile that is very different from typical private equity or corporate debt investments We believe such a profile provides a number of risk mitigation benefits, including: No reliance on a realization event for a return of capital High volumes of cash flows can quickly reduce risk exposure Relatively short investment duration ● ● Private Equity Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 6 Yr 7 Yr 8 Typically receives little to no cash flow until a realization event (e.g., the sale or IPO of the company). Visualizing Cash Flows Corporate Debt Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 6 Yr 7 Yr 8 Typically receives only interest coupons until a realization event (e.g., the refinancing of the debt or sale of the company). Typical cash flows are presented for illustrative purposes only. Actual cash flows may vary materially from those presented above. Confidential - Not for Publication or Distribution 11 Alternative Credit Yr 1 Yr 2 Yr 3 Yr 4 Yr 5 Yr 6 Yr 7 Yr 8 Typically sees a high volume of front-loaded cash flows from the underlying assets. It does not rely on a realization event. ARES#12Diversified Asset Portfolios Can Provide Important Benefits in Dislocated Markets Investments designed to withstand draconian performance scenarios Repayment via contractual, asset-level cash flows, not EBITDA Multiple sources of repayment Front-loaded cash flow profile The Romans Figured This Out a Long Time Ago: Success Is More Likely When Combat Isn't One-on-One Single-Name investment risk We believe that investments in diversified asset portfolios can provide greater downside protection and greater visibility into outcomes than single-name risks whose outcomes can be more binary For illustrative purposes only. Diversification does not assure profit or protect against market loss. References to "downside protection" or similar language are not guarantees against loss of investment capital or value. Source: HC Roman: Tetsudo, 29 Apr. 2016, www.the-romans.eu. Confidential - Not for Publication or Distribution. Asset-Focused investment risk 12 ØARES#13Designing Investments for Stressful Times Focused on assets that generate resilient cash flows. Designed to withstand an economic downturn. Designed with structural features to ensure a full recovery. Cumulative Net Loss % 35.0% 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% Historical Loss Curve: The historical level of losses in the underlying asset portfolio Base Case: 0 6 Base Case Prime Consumer Loan Portfolio 12 18 Months After Origination Recession Case 24 Breakeven Breakeven: 32.0% Recession: 20.0% For illustrative purposes only. There is no guarantee base case will be achieved. Results shown are not representative of Pathfinder Core's track record. Note: Great Financial Crisis is defined as the period just prior to and following the credit market dislocation of 2008. Modeled losses are exclusively for informational and discussion purposes only. Modeled results have inherent limitations, and actual results will differ significantly from the illustrative loss curves presented herein. In modeling the losses shown herein, Ares used publicly available data as well as assumptions that it believes are reasonable. Loss assumptions shown herein are meant to be purely illustrative and do not represent actual losses. The use of different assumptions could also produce materially different results. References to "downside protection" or similar language are not guarantees against loss of investment capital or value. Confidential - Not for Publication or Distribution 13 Base Case: 10.6% Historical: 5.8% 30 Historical Loss Curve Investment team's conservative estimate of future losses within the asset portfolio (typically based on the counterparty's worst vintage) Recession Case: Indicates the level of historic losses based on peak defaults during the last recession, which serves as a proxy for future recessionary environments Breakeven Case: The level of losses in the underlying asset portfolio that would be required to cause a $1 loss on our investment. Ares typically designs our investments to withstand at least 200% of Base Case and at least 150%+ of Recessionary loss rates 36 ØARES#14Alt Credit Is Focused on Downside Protection We focus on investments that share five key features designed to protect value and minimize loss In our experience, these key features contribute to performance consistency across market environments Cash Flows We focus on investments having durable cash flows. We believe this can shorten investment tenors, enhance price stability and reduce severities Covenants Covenants are designed to protect our rights and priority over the assets and cash flows that support our investments Downside Protection MOO Structure 14 We design our investments with features that stabilize performance, especially in times of stress LE Asset Security Our investments are always secured by assets. When combined with proper structure, asset security can greatly mitigate downside risks For illustrative purposes only. References to "downside protection" or similar language are not guarantees against loss of investment capital or value. Confidential - Not for Publication or Distribution Control/Seniority As credit investors, we know that seniority and other forms of control can lead to greater predictability of outcomes ARES#15Key Elements of Pathfinder Core 1 2 3 + 5 Durable through Cycles Rise of Alternative Lending Relative Value Positioning Attractive Current Yield Demonstrated Performance ● ● ● Targeted investments share key features designed to safeguard principal; including asset security, robust covenants and structural protections, and predictable cash flows Attributes (individually, but especially in combination) contribute to consistency in outcomes, including low levels of losses through a default cycle Underwritten for return stability, positioned for the unexpected U.S. and European banks are less focused on long term lending Regulatory capital requirements and accounting changes create more opportunities Non-Bank lenders fill the "gaps" and provide significant liquidity solutions Tactical allocation across various asset-focused, cash flow generating investments allows the strategy to capitalize on attractive risk-adjusted return opportunities We believe Ares is among very few alternative managers with capabilities and resources to pursue this strategy in scale All transactions are designed to benefit from conservative underwriting to withstand stressful environments and maintain consistent income streams 90%+ of income generated is distributed to investors Seasoned, cycle-tested investment team of 40 investment professionals led by 25 senior professionals with ~21 years of average experience across Alt Credit sectors¹ Ares has invested ~$15.0bn across over 1,615 Alt Credit transactions with realized annualized losses of 1.3bps² Within the Pathfinder Core Strategy Subset, 98% of invested capital in realized investments has generated positive returns (see slide 9) 2% of realized investments had negative returns with an average recovery rate of 92% ● ● Of ~$7.0bn invested in illiquid Alt Credit, ~$3.4bn in realizations have generated pro forma gross and net asset-level IRRS of 15.1% / 10.8%² ØARES Diversification does not assure profit or protect against market loss. Past performance is not indicative of future results. 1. As of June 2021. 2. As of December 31, 2020. Reflects the total Alternative Credit track record. Please refer to endnotes on slide 33. Confidential - Not for Publication or Distribution 15#16Our Approach An emphasis on current income, downside protection and market inefficiencies ● ● ● Performing assets that generate durable (e.g., contractual) cash flows Private opportunities where Ares can tailor risk and structure to drive performance Sectors that have historically demonstrated stable performance, including under stress Sectors where Ares can contribute proprietary insight and specialized resources ("Power of the Platform") End of Growth Senior, Secured & Defensive Strategy Approach Is Focused on Downside Protection Limited Correlation While Capturing Upside Optionality Across Market Environments Economic Cycle/Market Disruption Liquid Markets Orphaned Assets Dislocated Markets Tactical Playbook I Start of Growth Strategic Capital Private Lending Note: There is no guarantee that target results will be achieved. References to "downside protection" or similar language are not guarantees against loss of investment capital or value. Confidential - Not for Publication or Distribution 16 ØARES#17Pathfinder Core's Relative Value Lens Today Subject to change based on market conditions, relative value and investment opportunities ● ● ● ● Auto Portfolios Portfolio Financing Consumer Lending ● Media/Sports Assets Healthcare Lending • ● Solar Loans Management/Servicing Fees Rescue Financing Aviation (almost never) Shipping (never) ● Secondaries Lending REIT Financing Triple-Net Lease ● Asset Portfolios ● ● In Focus ● ● Monitoring Legal Assets GP/Manager Financing Lease Portfolios ● Timeshares Not in Focus Venture Debt (almost never) Life Settlements (never) ● ● ● Fund Finance Europe (RE, PE) Small Business Lending ● CLO Securities Real Estate Debt Securities NPL/RPL ● Secondaries Portfolios Patent Litigation (never) For illustrative purposes only. Based on the Ares Alternative Credit Team's market observations as of May 2021. There is no guarantee that assets will perform or opportunities will be identified as described. Confidential - Not for Publication or Distribution 17 ARES#18Market Opportunity Drivers Borrowers are increasingly seeking flexible capital solutions to address needs that traditional market solutions cannot fulfill A finance company wants to borrow against a large portfolio of esoteric assets A large company wants flexible capital that does not affect its rating A consumer lender wants an alternative funding source to ABS markets For illustrative purposes only. Based on Ares' views and market observations. Confidential - Not for Publication or Distribution ● ● ● ARES Creative Bespoke Solutions Flexible Capital No Ratings Requirement Industry Expertise 18 A bank needs liquidity and wants to quietly sell a large asset portfolio An asset servicer wants to borrow against its contractual fee cash flows An insurance company wants to reduce capital charges on its portfolio ARES#19Ares' Differentiated Platform in Action While we expect that there will be many advantages to Pathfinder Core, we believe being integrated within the Ares platform is its single biggest advantage and one that can't be replicated. PE Secondaries Asset Manager IG Loan Participation Diversified Fund LP $46,800,000 Consumer Finance Company $150,000,000 Fund Manager Interests Revolving Asset-Backed Credit Facility U.S. Consumer Debt $347,000,000 Hybrid Loan & Equity Investment U.S. Multi-Asset £200,000,000 VMO AIRCRAFT LEASING $175,000,000 Platform Common Equity Control Aircraft Leasing GP Minority Stake Asset Manager $55,000,000 IG Term ABS Securitization Minority GP Stakes U.K. Consumer Finance Company Life Sciences and Healthcare Specialty Finance Company Revolving Asset-Backed. Credit Facility U.S. Venture Life Sciences Loans $300,000,000 Revolving Asset-Backed Credit Facility U.K. Consumer Installment Loans Notable Recent Investments U.K. Consumer Loan Originator $175,000,000 Revolving Asset-Backed Credit Facility $151,591,000 U.K. Consumer Installment Loans $1,058,000,000 Residential Real Estate Single Family Rental Oopploans front yard RESIDENTIAL AVANT $200,000,000 Revolving Asset-Backed Credit Facility U.S. Consumer Credit Cards Revolving Asset-Backed Credit Facility U.S. Consumer Installment Loans SMC SOUTHERN MANAGEMENT U.K. Specialty Finance Company Revolving Asset-Backed Credit Facility U.K. Point-of-Sale Loans $350,000,000 $165,372,000 Net Lease REIT $161,450,000 Structured Equity Net Lease tricolor Revolving Asset-Backed Credit Facility U.S. Consumer Installment Loans auto $100,000,000 Revolving Asset-Backed Credit Facility U.S. Auto Loans neighborly $70,000,000 IG Term Whole Business Securitization Franchise Royalties Private Equity Sponsor €40,000,000 Asset-Backed Term Loan Facility $450,000,000 Home-Services ARM AG RESOURCE MANAGEMENT Let's grow. European Fund Finance Revolving Asset-Backed Credit Facility affirm) $250,000,000 U.S. Consumer Installment Loans Revolving Asset-Backed Credit Facility U.S. Crop Loans Specialty Finance Company $100,000,000 Revolving Asset-Backed Credit Facility U.S. Small Business Loans Company $475,000,000 CHIMERA INVESTMENT CORPORATION $400,000,000 Structured Loan with Warrants U.S. Multi-Sector Residential MBS Financial Services Revolving Asset-Backed Credit Facility U.S. and CAN Consumer Receivables carepayment $250,000,000 Revolving Asset-Backed Credit Facility U.S. Healthcare Receivables Tailored Structures Flexible Capital Scale Solutions Reliable Execution The above represents all investments completed by the Ares Alternative Credit Team in the last 24 months as of April 30, 2021 with committed capital of $45 million or greater. The investments were selected as representations of Ares' Alternative Credit strategy and are shown for illustrative purposes. The terms of such transactions are not necessarily indicative of every investment made by Ares. Any future investment may differ materially from those presented herein. There can be no guarantee that Ares will have access to these counterparties in the future. A complete list of investments is available upon request. Confidential - Not for Publication or Distribution 19 ARES#20Pathfinder Core Pipeline We are currently evaluating over 40 opportunities. Below is a sampling of some of those opportunities # Opportunity 1 Portfolio Finance 2 Growth Capital 3 Portfolio Finance 4 Commercial Real Estate 5 Growth Capital 6 Mortgage Loan 7 Origination JV 8 Real Asset Finance 9 Real Asset Finance 10 Portfolio Finance 11 Portfolio Finance 12 Portfolio Finance 13 Growth Capital 14 Portfolio Finance 15 Portfolio Finance 16 Infrastructure Assets Portfolio Finance CRE 18 Portfolio Finance 19 Fund Finance 20 Fund Finance 678 17 Asset Class Merchant Cash Advances B2B Point of Sale Fix and Flip Loans Whole Loans Agricultural Crop Loans Mortgage Originator Consumer Installment Loans Single Family Rental Manufactured Housing SaaS Revenue Streams Litigation Finance Consumer Installment Loans Asset Manager Loan Commercial Real Estate Triple Net Lease European Hydro Power Plants Triple Net Lease Income Streams U.S. Financial Services PE Fund Financial Services Fund Total Additional Pipeline Opportunities Total Pathfinder Core Pipeline Size ($mm) 75 100 40 200 44 100 100 150 100 100 100 200 65 150 600 120 75-100 125 50 50 2,520 + 2,430 4,950 Phase IC Screening IC Screening IC Screening Terms Terms Terms Terms Terms Terms Terms Terms Terms Terms Terms Terms Terms Terms Reviewing Reviewing Reviewing Our pipeline now represents ~$5.0 billion of new opportunities that we are evaluating for Pathfinder Core The Ares Pathfinder Core Fund Pipeline represents only an indicative list of potential investments and contemplated structures as of May 2021 and is shown for illustrative purposes only and based upon a review of current market conditions. This information does not necessarily represent the average structure of transactions that will be available for investment, and actual portfolio investments can differ materially from those discussed herein. The consummation of any of these transactions depends upon, among other things, one or more of the following: satisfactory completion of our due diligence investigation of the portfolio company, our acceptance of the terms and structure of such investments and the execution and delivery of satisfactory transaction documentation. There can be no assurance that any of these transactions will be consummated or allocated to Ares Pathfinder Core Fund in the amounts shown. Information regarding a particular opportunity, fund or investment strategy is not and should not be interpreted as a guarantee of future performance. 20 ARES Confidential - Not for Publication or Distribution#21Correlation Analysis: Private Asset-Focused Investments Our analysis shows five-year correlation in the range of -0.21 to +0.47 and de minimis correlation with broad markets largely in the range of -0.13 to +0.10, excluding March 2020 Correlation of Returns 1 0.9 0.8 0.7 0.6 0.5 0.4 0.3 0.2 0.1 O -0.1 -0.2 -0.3 -0.4 -0.5 0.17 Equities 0.14 -0.09 -0.1 0.2 -0.02 Five-Year Correlation of Representative Portfolio 0.18 0.45 0.32 111 -0.01 -0.03 -0.07 World US Small US Large Euro Cap Cap Equities Equities Corporates 0.46 -0.13 0.37 As of March 31, 2021. Please refer to slide 34 for index definitions and an important index disclosure. Confidential - Not for Publication or Distribution -0.11 Structured Products 21 0.15 0.31 0.33 -0.01 -0.02 US Corp Euro Corp US High Euro High Barclays Barclays Barclays Loans Loans Yield ABS CMBS Yield Agg 0.02 0.47 0.41 || -0.05 Sovereigns 0.1 -0.07 -0.21 0.15 0.09 Including March 2020 ■ Excluding March 2020 Correlation statistics are provided both with and without the impact of March 2020 to illustrate the strategy's de minimis correlation with broad markets. In the face of an unprecedented and rapidly changing situation and forced selling in related market sectors, in March 2020 we elected to take a conservative approach and mark the private asset-focused investments lower despite strong fundamental performance and significant credit enhancements protecting our investments. For completeness, we provide both sets of correlation statistics to demonstrate that the strategy is indeed uncorrelated, and to note the disproportional effect of March 2020 on the overall cor relation analysis. ARES US CLO US CLO BB US Govt Euro Govt BBB 10yr 10yr#22Volatility Analysis: Private Asset-Focused Investments The strategy has exhibited consistent positive performance regardless of broader market fluctuations 14% 12% 10% 8% 6% 4% 2% 0% -2% -4% -6% -8% -10% -12% -14% Jan-16 1.29% Lake and Feb-16 Oil Shock 1.15% Mar-16 Portfolio 0.80% Apr-16 0.91% Monthly Return Performance in Times of Market Volatility Liquidity/Rates Shock May-16 Confidential - Not for Publication or Distribution 1.00% Jun-16 S&P500 1.61% of paytadanes Oct-18 0.94% CSLLI Nov-18 ➡ 1.08% 22 Dec-18 ➡0.91% ■HOAO Jan-19 1.11% Feb-19 ☐ 0.81% Mar-19 ■COAO 1.26% Mar-20 All investments involve risk, including loss of principal. Past performance is not indicative of future results. Please refer to slide 34 for index definitions and an important index disclosure. -2.72% COVID Shock JUL Apr-20 0.82% Barc ABS Index May-20 0.94% Jun-20 2.76% ØARES#23Proposed Summary of Key Terms Target Size¹ $1.5 billion+ Target Net Returns² GP Commitment Minimum Commitment Subscriptions Payment of Commitments Distributions Withdrawals Management Fee³ 8 - 10% Incentive Fee $25 million $10 million, subject to the GP's discretion Following the founders closing expected in 2Q 2021, semi-annually on March 31st and September 30th of each calendar year or any other date at the GP's discretion Commitments will be drawn down pro rata over time as needed to make investments and to pay expenses, liabilities and obligations generally on 10 business days' prior written notice Quarterly, targeting all net interest and current income Withdrawals are permitted on September 30th of each year following the one-year anniversary of such LP's closing date with at least 90 days' notice. Following the Withdrawal Date, the GP shall no longer call capital from such LP or recycle proceeds for the purpose of making new or follow-on investments. The GP may continue to require a withdrawing LP to make capital contributions up to such LP's unfunded Commitment to fund the unfunded portion of any investment made prior to such withdrawal and to pay or to create reserves for fees and expenses, subject to the GP's right to cancel any such unfunded Commitment in its discretion. The portion of the portfolio attributable to withdrawing LPs shall be accounted for separately in a sub-account. Distributions shall be made promptly following receipt of available proceeds. 1.125% per annum on invested capital (founders and large ticket discounts available) 15% subject to a 6% preferred return. The incentive fee will be paid annually on September 30th based on performance over the one-year period beginning on October 1st and ending on September 30th of the previous year, subject to the preferred return hurdle being met on a deemed liquidation basis as of each payment date (e.g., the performance fee payable with respect to the performance period ending on September 30, 2022 will be payable on September 30, 2023, subject to the hurdle being met on September 30, 2023). The first performance period will commence on the first closing date and end on September 30th, 2022. The information presented herein is subject to change. The above briefly summarizes certain material indicative terms and conditions and does not contain all terms and conditions that will be included in any definitive documentation for the proposed transaction. The above summary does not constitute a commitment, a contract to provide a commitment, or an offer to make a commitment to Ares on these or any other terms. No legally binding terms shall be created until definitive documentation is executed and delivered. 1. No guarantee target fund size can be achieved. 2. No guarantee investment objectives can be achieved. 3. The Management Fee for LPs opting to be excluded from exposure to liquid investments ("constrained strategy") is 1.25% per annum. Confidential - Not for Publication or Distribution 23 ØARES#24■ Key Economic Terms We will seek a one time, first closing at the end of the 2Q 2021 for a limited group mainly of existing Pathfinder LPs with Founders class incentives as outlined below: Class All Founders Founders + RVK Commitment of $150mm+ Base Fee 1.125% 1.000% 1.000% Promote¹ 15% 15% 15% - Pref¹ 6% 6% 6% Fee Holiday The information presented herein is subject to change. The above briefly summarizes certain material indicative terms and conditions and does not contain all terms and conditions that will be included in any definitive documentation for the proposed transaction. The above summary does not constitute a commitment, a contract to provide a commitment, or an offer to make a commitment to Ares on these or any other terms. No legally binding terms shall be created until definitive documentation is executed and delivered. 24 Confidential - Not for Publication or Distribution 6 months 12 months Ares is currently contemplating a constrained strategy (excluding liquids) for a base fee of 1.250% per annum, with founders class and size discounts ■ ■ L L HIL ARES#25Investing With Purpose Ares and Pathfinder Core's Portfolio Managers will together donate at least 5% of carried interest to health and education charities Our Motivation Over 700 million people live in extreme poverty¹ Half of the world's population struggles to access essential health and education resources² ● • While childhood mortality has declined by over 50% with over 122 million lives saved since 1990, even today a child under the age of five dies every five seconds 3,4 Health charities have the tools to end senseless deaths and improve life for millions, but lack the resources ● Our Purpose Ares is committed to investing in health and education to help save lives and drive equality Pathfinder Core's dual purpose: Seek attractive risk-adjusted returns for our investors in a differentiated strategy o Drive real impact in health and education Ares will partner with non-profit organizations that have a track record of delivering the most value per charitable dollar contributed ● ● O 1. Source: World Bank - Poverty metrics as of 2015. 2. Source: World Health Organization, December 2017. 3. Source: United Nations. 4. Source: Bill and Melinda Gates 2017 Annual Letter. Confidential - Not for Publication or Distribution 25 Measuring Performance STRATEGY Returns MOIC CHARITY Lives Impacted Lives Saved ARES#26Diversity, Equity & Inclusion Framework At Ares Our DEI framework & strategy aspires to harness the power of difference to be a force for good and contribute to the long-term success of Ares, the companies in which we invest and the communities in which we operate. Attract Recruit diverse campus and lateral candidates and engage HBCUs • Create Internal and external leadership pipelines Increase Ares leaders external DEI efforts ● People and Culture • Launch an "Ares Transition" program to facilitate movement from non-traditional backgrounds Develop • Create formal development program • Onboard educational tools to drive firm DEI development Engage ● . Implement new DEI Council model Implement new ERG model Advance Focus on Manager Development Formal senior sponsorship program Confidential - Not for Publication or Distribution DEI Management Develop DEI framework, scorecard and set aspirational goals Driving diverse Ares board composition • Include DEI metrics and KPI's in business reviews/compensation ● ● ● ● Business and Investment Process Investment Platform Bespoke DEI Integration plans for Credit, Private Equity, and Real Estate Run pay equity, race, and gender study Ongoing DEI diagnostics Communication strategy • Drive DEI in our portfolio companies McKinsey engagement • Board diversity ● Supplier Diversity Evaluate DEI as part of our annual critical vendor risk review process ● Understand and set goals for service providers' DEI practices Data-Driven, Accountability-Based Approach 26 ● . Industry Partnerships Continue to leverage firm and industry resources to be a leader in DEI 8 ● -0 Community . Corporate Partnerships Centralization and optimization of corporate partnerships ILPA, CEO Action for Diversity and Inclusion & MLT BEW Philanthropy Matching, donating, and volunteering to amplify long-term DEI goals and mission >> ARES#27Ares' ESG Screening Framework Ares' screening framework guides investment professionals in top-of-funnel decision-making by identifying both products / services and practices requiring a more proactive ESG evaluation NEGATIVE SCREEN ESCALATION POSITIVE SCREEN а Philosophy There are companies and assets that we do not invest in due to potential significant harm to the environment or society or we For companies and assets in industries that have a possible adverse impact on the environment society, escalate key ESG-related diligence items and make our investment decision ba objective data and analysis on We seek out investments with products 1 services that generate positive impacts on the environment or society and those with market-leading sustainability practices Confidential - Not for Publication or Distribution Products / Services Coal Pornography Alcohol Gambling High Interest Lending Mining Education Healthcare Equipment & Services Nutritious, Safe Food 27 Firearm / Weapons Manufacturer Tobacco Manufacturer Carbon Intensive Products & Services High Calorie Foods Military & Defense Prison-related Services Energy Efficient Products Mental Health & Well-being Recycling & Re-used Practices Bribery / Corrupt Business Practices Human Rights Abuses Deceptive Marketing Practices Discriminatory Practices Misuse of Consumer Data Poor Health & Safety Record Industry-leading Inclusion & Diversity Top Quartile Health & Safety Record Energy Efficiency & Management Alt Credit-Specific Predatory Lending Regulatory Evasive Structures Discriminatory Practices High Interest Lending Sponsor Reputation Risk Environmental Liabilities Constituency Alignment Renewable Energy / Solar Loans Financial Equity / Literacy ARES#28ØARES Appendix A Case Studies Confidential - Not for Publication or Distribution ARES#29Case Study: Agricultural Production Loan Facility ● ● Transaction Overview $450 million debt investment backed by a portfolio of 800+ insured agricultural production loans Conservative maximum facility advance rate of 87.5% against the unpaid principal balance of eligible facility collateral (equal to approximately 79% on the insured value of the crop) Structure provided breakeven loss coverage (to 0% IRR) of 3.2x the base case cumulative net loss expectation, providing what we believe to be ample cushion for volatility in loss rates in a wind-down scenario All data as of December 2019 unless otherwise noted. The case study shown illustrates the most recent agricultural production loan facility originated since inception as of May 2021. This case study is shown for illustrative purposes only and there is no guarantee that Ares will have similar investment opportunities in the future. The underwritten IRR and MOIC targets do not reflect actual returns to any investor. This information is neither an offer to sell, nor the solicitation of an offer purchase, any security, the offer and/or sale of which can only be made by definitive offering documentation. References to "downside protection", "sufficient diversity" or similar language are not guarantees against loss of investment capital or value, nor does it assure profit. Please review in conjunction with the Case Study Endnotes on slide 35. Confidential - Not for Publication or Distribution ● ● ● ● ● Background Specialty finance company (the "Company") provides services to U.S. farmers through an integrated offering of crop production lending and insurance brokerage services The Company was unable to: (i) access capital in scale due to the complexity of the underlying asset and (ii) access traditional corporate debt due to size and growth stage The Company's existing financing became increasingly inflexible and difficult to manage given the burdensome reporting requirements of a multi-bank syndicate and inability for the banks to continue to scale with the Company's growth Ares structured a bespoke financing solution that is customized to the cashflow profile of the assets Structure $450mm three year revolving credit facility Facility backed by agricultural production loans secured by (i) a perfected first priority lien on growing crop and (ii) an assignment of the associated federally backed crop insurance Economics: ● Loan pricing of L +3.75%, subject to a 1.00% floor; Ares' position expected to receive a 2.35% upfront fee and pro rata pass through of the facility's 0.375% unused fee and the expectation of repayment and exit at the end of the revolving period Underwritten to a gross IRR of 12% and a gross MOIC of 1.2x (as of the closing date) ØARES 29#30Case Study: Healthcare Receivables Facility » Transaction Overview $150 million debt investment backed by a portfolio of 135,000+ guaranteed patient healthcare receivables ● ● ● The facility attaches at 95% of the Company's cost basis in receivables (approximately 83% on the unpaid principal balance) that are fully guaranteed to be repaid by investment grade hospital systems Structure provided breakeven loss coverage (to 0% IRR) of 7.3x the base case cumulative net loss expectation on the junior debt tranche, providing what we believe to be ample cushion for volatility in loss rates in a wind-down scenario >> Background ● ● ● ● All data as of August 2019 unless otherwise noted. The case study shown illustrates the most recent healthcare receivables loan facility originated since inception as of May 2021. This case study is shown for illustrative purposes only and there is no guarantee that Ares will have similar investment opportunities in the future. The underwritten IRR and MOIC targets do not reflect actual returns to any investor. This information is neither an offer to sell, nor the solicitation of an offer to hase, any secur the offer and/or sale of which can only be made by definitive offering documentation. References to "downside protection", "sufficient diversity" or similar language are not guarantees against loss of investment capital or value, nor does it assure profit. Please review in conjunction with the Case Study Endnotes on slide 35. Confidential - Not for Publication or Distribution Specialty finance company (the "Company") offering 0% APR financing solutions to patients for the self-pay portion of their medical bills through partnerships with hospitals and specialty healthcare providers The receivables are acquired at a discount and benefit from a full recourse guaranty back to the healthcare provider who are predominantly systemically important and investment grade hospital systems Financing gap created by traditional bank lenders who are unable to underwrite companies with complex balance sheets or provide financing in scales for specialty assets Structure Structured as a three year revolving credit facility Ares structured the facility through a bankruptcy remote financing vehicle that fully segregated the assets and any related security from the corporate risk of the originator Economics: Loan pricing of L +3.25% subject to a 1.00% floor with (i) a senior debt tranche that attaches at 71% against the Company's cost basis in each eligible receivable on a first-out basis and (ii) a junior debt tranche that advances from 71% to 95% of the Company's cost basis in each eligible receivable on a last-out basis Underwritten to a gross IRR of 10-11% and a gross MOIC of 1.3x (as of the closing date) ØARES 30#31Case Study: Healthcare Receivables Facility - ESG Review Applying the Ares Framework Pre-Screen Criteria Healthcare services / positive impact on society >> Highlights Innovative financing product that generates attractive returns while providing consumers critical access to healthcare and compelling value for healthcare providers Consumer Benefits Access to 0% non-recourse financing for medical care that otherwise may have been avoided or delayed due to affordability 33% of Americans have chosen to delay medical treatment due to out-of-pocket costs¹ ● ● ● Healthcare Provider Benefits Immediate capital solution and accretion to ROI on unpaid accounts receivable ● 62% of personal bankruptcies can be attributed to medical bills² Delay of medical treatment due to cost has contributed to the recent increase in U.S. deaths from treatable causes³ ● Company's 83% purchase price represents approximately 6x the average collection rate achieved by Providers on their self-collected unpaid accounts receivable Uncompensated healthcare costs exceed $41 billion annually4 Key source of liquidity during COVID crisis Increased patient satisfaction and retention of patient relationship that would have otherwise been sold to a debt collection agency Helps ensure consumer payments are serviced and collected with "best-in-class" compliance 1. Source: Gallup, December 2019. 2. Source: Himmelstein et al. American Journal of Public Health, November 2018. 3. Source: Tipirneni et al. Society for Medical Decision Making Annual Meeting, 2017. 4. Source: American Hospital Association, January 2021. Confidential - Not for Publication or Distribution. 31 ● ● ● ● ● Diligence Detailed review of compliance infrastructure and consumer engagement practices with specialty third party regulatory counsel Recommended certain updates to provider and consumer contracts to align with current industry best practices Structure Use of receivable and facility level covenants to help ensure ongoing, continued compliance with Ares ESG standards and latest regulations Monitoring At least quarterly reviews of ESG matters with third party auditors Automated ongoing monitoring for ESG related incidents through RepRisk software Environmental LOW Social Governance LOW LOW HIGH HIGH HIGH For illustrative purposes only. Representative of a subjective deal team assessment of ESG risk categories based upon transaction and industry specific diligence. ØARES#32ØARES Performance Notes Confidential - Not for Publication or Distribution ARES#33Pro Forma Performance Notes to Alt Credit Track Record Slides Past performance is not indicative of future results. Please see the below performance disclosures for important information about the results shown herein. The investments reflected herein are intended to be illustrative, and are not intended to be used as an indication of current or future performance of any Ares strategy or investment. Further, reference to these particular investments is not necessarily indicative that any Ares fund or strategy will offer or hold any or all of the investments. The opportunity to invest in future Ares funds, strategies or investments on an ongoing basis is not guaranteed, and will be made by means of definitive offering memoranda, which will be furnished to qualified investors at their request. The Total Alternative Credit track record shown includes the following: Financial: all CLO investments in commingled funds and separately managed accounts executed by investment professionals within Ares Credit Group for the period January 1, 2012 to December 31, 2020; all FINCO debt investments in Ares Capital Corporation executed by investment professionals within Ares Credit Group for the period from January 1, 2012 to December 31, 2020; and all financial asset investments in commingled funds and separately managed accounts executed by investment professionals within Ares Credit Group. Specialty: all private asset-backed investments in commingled funds and separately managed accounts executed by investment professionals within Ares Credit Group. Real: all CMBS investments in commingled funds and separately managed accounts executed by investment professionals within Ares Credit Group for the period January 1, 2018 to December 31, 2020; all real asset investments in commingled funds and separately managed accounts executed by investment professionals within Ares Credit Group; and all K-Series investments in separately managed accounts executed by investment professionals within Ares Real Estate Group. "Pathfinder Core Strategy Subset" consists of investments made in strategies with risk-return objectives aligned with those of Pathfinder Core. The Pathfinder Core Strategy Subset includes certain investments allocated to Ares Pathfinder Fund which have higher underwritten returns than investments contemplated for the Pathfinder Core Fund. The pro forma performance results shown have been compiled by Ares from actual realized and unrealized investments that were not collectively part of an actual portfolio. However, these results are based on a grouping of assets that are representative of the strategy that the Ares Pathfinder Core Fund intends to follow. Pro forma performance results may have inherent limitations, and no representation is being made that any investor will or is likely to achieve profits or losses similar to those shown. Had a fund or strategy focused on the assets represented by this performance actually existed, Ares may not have made the same investment decisions. Given Ares did not offer an investment vehicle that held all of the assets included in the pro forma track record, an investor was not able to invest in these assets as presented. There are factors related to the markets in general, or to the implementation of any specific portfolio strategy, which cannot be fully accounted for in the preparation of pro forma portfolio performance, all of which can adversely affect actual portfolio results. Returns of unrealized investments herein are based in part on unrealized valuations and the actual realized returns of such unrealized investments may differ materially from the returns indicated herein. The performance information summarized herein has not been audited. Past performance is not indicative of future results. No individual investor has received the investment performance indicated by the pro forma returns presented herein. Certain assumptions, not all of which are described herein, have been made to calculate pro forma returns and the use of different assumptions could produce materially different results. Fee and expense assumptions are based on the following: Assumptions are based upon what Ares believes represents a reasonable fee analysis. Fees and expenses for the Core Strategy may be materially different than the fee and expense assumptions provided herein. a. Represents total net losses on all realized investments divided by total invested capital. b. Represents the asset-level Internal Rate of Return (IRR) of selected investments. IRR is the discount rate that makes the net present value of all cash flows related to a particular investment equal to zero. IRRS are de-annualized for investments with a holding period of less than one year. Gross asset-level IRR is gross of management and other expenses related to investments as these expenses are not allocable to specific investments and differ among funds. Gross asset-level performance does not reflect the effect of management fees, carried interest or other expenses, which in the aggregate may be substantial. The net IRR reflects the deduction of hypothetical management fees, incentive fees, and operating and administrative expenses from the gross IRR. For Illiquid Alternative Credit, we assumed management fees of 1.25% per annum, operating expenses of 0.12% per annum, and one time organizational expense of 0.175%. For the incentive fee estimate, we assumed a straight-line 20% deduction against the net return before incentive fees once a 6% hurdle was cleared. For the Pathfinder Core Strategy Subset, we assumed management fees of 1.125% per annum, operating expenses of 0.165% per annum, and one time organizational expense of 0.20%. For the incentive fee estimate, we assumed a straight-line 15% deduction against the net return before incentive fees once a 6% hurdle was cleared. For Liquid Alternative Credit, we assumed a management fee of 0.50% per annum, administrative expenses of 0.02% per annum, and one time organizational expense of 0.03%. The effects of actual management fees, performance fees, and other expenses may differ, maybe materially, from the effects of expenses estimated herein. Investments are considered to be realized when the original investment objective has been achieved through the receipt of cash upon the sale of an investment. Past performance is not indicative of future results, the achievement of which cannot be assured. C. MOIC represents Multiple on Invested Capital. Asset-level MOIC is gross of management and other expenses related to investments as these expenses are not allocable to specific investments and differ among funds. The effect of such management and other expenses may reduce, maybe materially, the multiples show herein. Investments are considered to be realized when the original investment objective has been achieved through the receipt of cash upon the sale of an investment. The net MOIC reflects the deduction of hypothetical management fees, incentive fees, and operating and administrative expenses from the gross MOIC. See (b) above for further details on the assumptions. Note the net MOIC does not factor in the impact of the hurdle rate or reinvested capital. Note pro forma net IRR and MOIC exclude the benefit of any recycling, reinvestment and liquidity management. Confidential - Not for Publication or Distribution 33 ARES#34Index Definitions Estimates of market correlation are not available for many Alternative Credit sectors due to lack of independent, publicly available data. However, where data is available, correlations with traditional markets have historically been quite low. The table herein shows five-year correlation statistics across a number of asset classes, with Private Asset-Focused Investments represented by a separately managed account managed by the Ares Alternative Credit Team (the "Team") since 2015. Observations by senior members of the Team from over decades of investment experience also support the general view that cash flow performance, default rates and loss rates in most Alternative Credit sectors are generally not correlated with markets but tend to be idiosyncratic and specific to individual transactions. Index data is provided for comparison purposes only. The information related to the various indices is sourced from the providers' websites. Ares is not responsible for any historic revision made to the indices. The indices include the reinvestment of dividends, interest and other earnings and have not been adjusted for management fees or expenses. Any indices that are not denominated in U.S. Dollars are hedged back to the U.S. Dollar currency for comparison purposes. Correlation results have been calculated using the monthly returns of the below reference indices: 1. 'US Small Cap' is represented by the Russell 3000 index. The Russell 3000Ⓡ Index measures the performance of the largest 3,000 US companies representing approximately 98% of the investable US equity market. The Russell 3000Ⓡ Index is constructed to provide a comprehensive, unbiased and stable barometer of the broad market and is completely reconstituted annually to ensure new and growing equities are included. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 'US Large Cap' is represented by the S&P 500 index. The S&P 500 index is designed to be a leading indicator of US equities and is meant to reflect the risk/return characteristics of the large cap universe. 'Euro Equities' is represented by the EURO STOXX 50Ⓡ Index. The EURO STOXX 50® Index represents the performance of the 50 largest companies among the 19 supersectors in terms of free-float market cap in 11 Eurozone countries. These countries include Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. The index has a fixed number of components and is part of the STOXX blue-chip index family. The index captures about 60% of the free-float market cap of the EURO STOXX Total Market Index (TMI). 'World Equities' is represented by the MSCI World Index. The MSCI World Index captures large and mid-cap representation across 23 Developed Markets (DM) countries. With 1,649 constituents, the index covers approximately 85% of the free float-adjusted market capitalization in each country. DM countries include: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the UK and the US. 'US Corp Loans' is represented by the Credit Suisse Leveraged Loan Index (CSLLI'). The CSLLI is an index designed to mirror the investable universe of the $US-denominated leveraged loan market. 'Euro Corp Loans' is represented by the Western European Leveraged Loan Index (WELLI'). The WELLI is designed to mirror the investible universe of the Western European leveraged loan market, with loans denominated in $US and Western European currencies. 'US High Yield' is represented by the ICE BofAML High Yield Master II Index (HOAO'). The HOAO consists of below investment grade US dollar denominated corporate bonds that are publicly issued in the US domestic and yankee bonds (issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3, but are not in default). 'Euro High Yield' is represented by the ICE BofAML European High Yield Index (HE00'). The HEOO tracks the performance of EUR denominated below investment grade corporate debt publicly issued in the euro domestic or eurobond markets. 'Barclays Agg' is represented by the Bloomberg Barclays Global Aggregate Bond Index. The Bloomberg Barclays Global Aggregate Bond Index is a flagship measure of global investment grade debt from twenty- four local currency markets. This multi-currency benchmark includes treasury, government-related, corporate and securitized fixed-rate bonds from both developed and emerging markets issuers. 'Barclays ABS' is represented by the Bloomberg Barclays Asset-Backed Securities Index. The Bloomberg Barclays Asset-Backed Securities Index is the ABS component of the Bloomberg Barclays US Aggregate Bond Index and has three subsectors (credit and charge cards, autos, and utility). 'Barclays CMBS' is represented by the Bloomberg Barclays Non-Agency Investment Grade CMBS Index. 'US CLO BBB' is represented by the J.P. Morgan Collateralized Loan Obligation BBB Index (CLOIE). The J.P. Morgan Collateralized Loan Obligation BBB Index (CLOIE) is dedicated to tracking the US dollar- denominated broadly-syndicated, arbitrage CLO market. The CLOIE is not tradeable and aims to enhance market transparency and act as a potential total return benchmark. Represents US dollar- denominated post-crisis broadly syndicated CLOs rated BBB. 'US CLO BB' is represented by the J.P. Morgan Collateralized Loan Obligation BB Index (CLOIE). The J.P. Morgan Collateralized Loan Obligation BB Index (CLOIE) is dedicated to tracking the US dollar- denominated broadly-syndicated, arbitrage CLO market. The CLOIE is not tradeable and aims to enhance market transparency and act as a potential total return benchmark. Represents US dollar- denominated post-crisis broadly syndicated CLOS rated BB. 'US Govt 10yr' is represented by the ICE BofA Current 10-Year US Treasury Index (GA10). The ICE BofA Current 10-Year US Treasury Index is a one-security index comprised of the most recently issued 10-year US Treasury note. The index is rebalanced monthly. In order to qualify for inclusion, a 10-year note must be auctioned on or before the third business day before the last business day of the month. 'Euro Govt 10yr' is represented by the ICE BofA 7-10 Year German Government Index (G4D0). The ICE BofA 7-10 Year German Government Index is a subset of ICE BofA German Government Index including all securities with a remaining term to final maturity greater than or equal to 7 years and less than 10 years. Note Oil Shock defined as the period from October 2015 to June 2016. Liquidity/Rates Shock defined as the period from October 2018 to March 2019. COVID Shock defined as the period from March 2020 to June 2020. Index Disclosure: Indices are provided for illustrative purposes only and not indicative of any investment. They have not been selected to represent appropriate benchmarks or targets for the strategy. Rather, the indices shown are provided solely to illustrate the performance of well-known and widely recognized indices. Any comparisons herein of the investment performance of a strategy to an index are qualified as follows: (i) the volatility of such index will likely be materially different from that of the strategy; (ii) such index will, in many cases, employ different investment guidelines and criteria than the strategy and, therefore, holdings in such strategy will differ significantly from holdings of the securities that comprise such index and such strategy may invest in different asset classes altogether from the illustrative index, which may materially impact the performance of the strategy relative to the index; and (iii) the performance of such index is disclosed solely to allow for comparison on the referenced strategy's performance to that of a well-known index. Comparisons to indices have limitations because indices have risk profiles, volatility, asset composition and other material characteristics that will differ from the strategy. The indices do not reflect the deduction of fees or expenses. You cannot invest directly in an index. No representation is being made as to the risk profile of any benchmark or index relative to the risk profile of the strategy presented herein. There can be no assurance that the future performance of any specific investment, investment strategy, or product will be profitable, equal any corresponding indicated historical performance, or be suitable for a portfolio. ARES Confidential - Not for Publication or Distribution. 34#35Endnotes to Case Study Slides The case studies herein are shown for illustrative purposes only and there is no guarantee that Ares will have similar investment opportunities in the future. Underwritten performance is provided for purposes of demonstrating pricing objectives and the Ares Alternative Credit Team's evaluation of the investment at the time of underwriting. Underwritten returns represent projected performance which is based on certain assumptions, is subject to change and is not a reliable indicator of future performance and no guarantee or assurance is given that such returns will be achieved or that an investment will not result in a loss. Returns shown reflect underwritten performance and do not reflect actual performance of the investment, which may differ substantially. Underwritten IRR and MOIC are based on the investment at time of underwriting, are gross of fees and do not reflect actual performance. The underwritten IRR and MOIC do not reflect actual returns to any investor. Underwritten IRRS are formulated by utilizing industry market data including historical loss curves and comparable asset performance and are based on expectations of repayment in 2 years for the agricultural production loan facility and 3 years for the healthcare receivables facility. This may contain information obtained from third parties, and Ares cannot guarantee the accuracy, completeness, timeliness or availability of any information and is not responsible for any errors or omissions or for the results obtained from the use of such content. Multiples of capital reflect the sum of realized proceeds and unrealized value, divided by the aggregate dollars invested in such investment. Underwritten performance does not reflect the effect of management fees, carried interest or other expenses, which in the aggregate may be substantial. Multiples, when shown with respect to an individual investment, are on a gross basis. A list of investments comprising the Ares Alternative Credit Track Record is available upon request. Confidential - Not for Publication or Distribution 35 ARES#36Country Specific Disclaimers NOTICE TO INVESTORS OF FLORIDA The Interests being offered have not been registered with the Florida Division of Securities. If sales are made to five or more Florida purchasers, each sale is voidable by the purchaser within three days after the first tender of consideration is made by such purchaser to the issuer, an agent of the issuer or within three days after availability of that privilege is communicated to such purchaser, whichever occurs later. NOTICE TO NON-U.S. INVESTORS No action has been or will be taken in any jurisdiction outside the U.S. that would permit an offering of the Interests, or possession or distribution of offering material in connection with the issue of the Interests, in any country or jurisdiction where action for that purpose is required. It is the responsibility of any person wishing to subscribe for the Interests to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdictions. Prospective investors should inform themselves as to the legal requirements within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposal of the Interests, and any foreign exchange restrictions that may be relevant thereto. NOTICE TO INVESTORS IN AUSTRALIA The Fund is not a registered managed investment scheme within the meaning of the Corporations Act 2001 (Cth) (Corporations Act). The offer of interests contained in this memorandum is directed only to persons who qualify as 'wholesale clients' within the meaning of section 761G of the Corporations Act. If the interests are to be on sold to investors in Australia without a product disclosure statement or other disclosure document, within 12 months of their issue, they may only be on sold to persons in Australia who are 'wholesale clients' under section 761G of the Corporations Act. Each recipient of this memorandum warrants that it is, and at all times will be a 'wholesale client'. In Australia, this memorandum is made available to investors and issued by Ares Management LLC (Ares). Ares is exempt from the requirement to hold an Australian Financial Services Licence under the Corporations Act in relation to the offer of interests in the Fund. Ares is regulated by the Securities Exchange Commission of the United States of America, under the laws of the United States of America, which differ from Australian laws. Interests in the Fund will be issued to Australian investors by Ares Management LLC as Australian intermediary of the General Partner. This memorandum is not a product disclosure statement or other disclosure document for the purposes of the Corporations Act. This memorandum has not been, and will not be, reviewed by, nor lodged with, the Australian Securities and Investments Commission and does not contain all the information that a product disclosure statement or other disclosure document is required to contain. The distribution of this memorandum in Australia has not been authorised by any regulatory authority in Australia. This memorandum is provided for information purposes only and does not constitute the provision of any financial product advice or recommendation. This memorandum does not take into account the investment objectives, financial situation and particular needs of any person. The General Partner and the Fund are not licensed to provide financial product advice in Australia. Before making a decision to invest, you should read this memorandum and consider carefully whether the investment is suitable for you. There is no cooling-off regime that applies in relation to the acquisition of any Interests in Australia. NOTICE TO INVESTORS IN AUSTRIA The Interests have not been registered at or otherwise authorized by the Austrian Financial Market Authority ("FMA") for the offering or distribution in the Republic of Austria. Interests may not be marketed and distributed to investors domiciled in the Republic of Austria, unless the distribution has occurred at the initiative of the investor or on his behalf. This Memorandum, any other document relating to the Interests and the information contained therein, may only be used in connection with an offer or distribution of Interests if the offer or distribution has occurred at the initiative of the investor or on his behalf. Any investor intending to offer and resell Interests in Austria is solely responsible that any such offer and resale takes place in compliance with the provisions of the applicable securities regulation. NOTICE TO INVESTORS IN AZERBAIJAN The interests in the Partnership and/or their distribution or offering are not approved or registered by the Chamber of Control on Financial Markets of the Republic of Azerbaijan and they may not be offered, advertised, placed, transferred or sold as part of their initial distribution or at any time thereafter to or for the benefit of any persons (including legal entities) resident, incorporated, established or having their usual residence in the Republic of Azerbaijan or to any person located within the Republic of Azerbaijan unless and to the extent otherwise permitted under the laws of the Republic of Azerbaijan. NOTICE TO INVESTORS IN BAHRAIN Neither this Memorandum nor the Interests have been authorized by or registered or filed with the Central Bank of Bahrain or any other governmental authority in the Kingdom of Bahrain, nor has the Fund received authorization from the Central Bank of Bahrain or any other governmental authority in Kingdom of Bahrain to market or sell the Interests within the Kingdom of Bahrain. This Memorandum does not constitute and may not be used for the purpose of an offer or invitation in the Kingdom of Bahrain. No services relating to the Interests, including the receipt of applications and the allotment or redemption of the Interests, may be rendered by the Fund within the Kingdom of Bahrain. ØARES Confidential - Not for Publication or Distribution 36#37Country Specific Disclaimers NOTICE TO INVESTORS IN BELGIUM: The public offering of Interests in Belgium within the meaning of the Belgian Act of April 19, 2014 on alternative undertakes for collective investment, and the Belgian Act of June 16, 2006 on the public offering of investment instruments and the admission of investment instruments to listing on a regulated market has not been authorized by the Fund. The offering may therefore not be advertised, and Interests may not be offered, sold, transferred or delivered to, or subscribed to by, and no memorandum, information circular, brochure or similar document may be distributed to, directly or indirectly, any individual or legal entity in Belgium, except (i) to "qualified investors" as referred to in Article 10, § 1 of the aforementioned Act of June 16, 2006, (ii) subject to the restriction of a minimum investment of €100,000 per investor or (iii) in any other circumstances in which the present offering does not qualify as a public offering in accordance with the aforementioned Act of June 16, 2006. This Memorandum has been issued to the intended recipient for personal use only and exclusively for the purpose of the offering. Therefore, it may not be used for any other purpose, nor passed on to any other person in Belgium. NOTICE TO INVESTORS IN BERMUDA The Interests may not be marketed, offered or sold directly or indirectly to the public in Bermuda and neither this Memorandum, which is not subject to and has not received approval from either the Bermuda Monetary Authority or the Registrar of Companies and no statement to the contrary, explicit or implicit, is authorized to be made in this regard, nor any offering material or information contained herein relating to the Interests, may be supplied to the public in Bermuda or used in connection with any offer for the subscription or sale of Interests to the public in Bermuda. Bermuda investors may be subject to foreign exchange control approval and filing requirements under the relevant Bermuda foreign exchange control regulations, as well as offshore investment approval requirements. NOTICE TO INVESTORS IN BRAZIL The Fund is not listed with any stock exchange, organized over the counter market or electronic system of securities trading. The Interests have not been and will not be registered with any securities exchange commission or other similar authority, including the Brazilian Securities and Exchange Commission (Comissão de valores Mobiliários - or the "CVM"). The Interests will not be directly or indirectly offered or sold within Brazil through any public offering, as determined by Brazilian law and by the rules issued by the CVM, including Law No. 6,385 (Dec. 7, 1976) and CVM Rule No. 400 (Dec. 29, 2003), as amended from time to time, or any other law or rules that may replace them in the future. Acts involving a public offering in Brazil, as defined under Brazilian laws and regulations and by the rules issued by the CVM, including Law No. 6,385 (Dec. 7, 1976) and CVM Rule No. 400 (Dec. 29, 2003), as amended from time to time, or any other law or rules that may replace them in the future, must not be performed without such prior registration. Persons in Brazil wishing to acquire the Interests should consult with their own counsel as to the applicability of these registration requirements or any exemption therefrom. Without prejudice to the above, the sale and solicitation of the Interests is limited to professional investors as defined by CVM Rule No. 539 (Nov. 13, 2013), as amended, or as defined by any other rule that may replace it in the future. This Memorandum is confidential and intended solely for the use of the addressee and cannot be delivered or disclosed in any manner whatsoever to any person or entity other than the addressee. NOTICE TO INVESTORS OF THE BRITISH VIRGIN ISLANDS This Memorandum does not constitute, and there will not be, an offering of securities to the public in the British Virgin Islands. NOTICE TO INVESTORS IN BRUNEI This Memorandum has not been delivered to, licensed or permitted by the Autoriti Monetari Brunei Darussalam as designated under the Securities Markets Order of 2013. NOTICE TO INVESTORS IN CANADA This Memorandum constitutes an offering in Canada of the Interests only in those jurisdictions and to those persons where and to whom they may be lawfully offered for sale, and therein only by persons permitted to sell such securities. This Memorandum is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in Canada. No securities commission or similar authority in Canada has reviewed or in any way passed upon this Memorandum or the merits of the securities described herein, and any representation to the contrary is an offence. OFFERS AND SALES IN CANADA This Memorandum is not, and under no circumstances is to be construed as, an advertisement or a public offering of the Interests in any province or territory of Canada. Any offer or sale of the Interests in any province or territory of Canada will only be made on a private placement basis, under an exemption from the requirement that the issuer prepare and file a prospectus with the relevant Canadian securities regulatory authorities. The offers and sales will only be made by the underwriters named in this Memorandum or by their respective affiliates, as applicable (together, the "dealers"), in either case, who are properly registered under applicable securities laws, or pursuant to an exemption from the requirement that such a dealer be registered in the jurisdiction in which the offer or sale is made. This Memorandum is for the confidential use of those persons to whom it is delivered in connection with the offering of the Interests in Canada. The General Partner reserves the right to reject all or part of any offer to purchase these securities for any reason, or allocate to any prospective purchaser less than all of the Interests for which it has subscribed. Confidential - Not for Publication or Distribution 37 ØARES#38Country Specific Disclaimers RESPONSIBILITY Except as otherwise expressly required by applicable law or as agreed to in contract, no representation, warranty or undertaking (express or implied) is made and no responsibilities or liabilities of any kind or nature whatsoever are accepted by any dealer as to the accuracy or completeness of the information contained in this Memorandum or any other information provided by the issuer in connection with the offering of the Interests in Canada. Investing in the Interests involves risks. Prospective purchasers should refer to the risk factor disclosure contained in this Memorandum for additional information concerning these risks. ENFORCEMENT OF LEGAL RIGHTS The Fund, the General Partner and the directors and officers of the General Partner are located outside of Canada, and as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon the Fund, the General Partner or the General Partner's directors or officers. All or a substantial portion of the assets of the Fund, the General Partner and the General Partner's directors and officers may be located outside of Canada, and as a result, it may not be possible to satisfy a judgment against the Fund or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Fund or such persons outside of Canada. STATUTORY RIGHTS OF ACTION FOR DAMAGES OR RESCISSION Securities legislation in certain of the provinces of Canada provides purchasers of securities in such jurisdictions with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when an offering memorandum that is delivered to such purchasers describing, among other things, the details of the securities to be offered contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective Canadian purchasers should refer to the applicable provisions of the securities legislation of their respective provinces for the particulars of these rights or consult with a legal adviser. The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers under the securities legislation of Ontario, Nova Scotia, New Brunswick and Saskatchewan. The rights of action described below are available only with respect to the final version of this Memorandum, and the references to this "Memorandum" means the final version of the Memorandum, including, without limitation, all supplements and addendum thereto. Ontario In Ontario, every Ontario purchaser of the Interests pursuant to this Memorandum (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45 106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against the Fund if this Memorandum or any amendment hereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, such purchaser will have no right of action for damages against the Fund. This right of action for rescission or damages is in addition to and without derogation from any other right such purchaser may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this Memorandum contains a misrepresentation, a purchaser who purchases the Interests during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against the Fund, provided that: (a) the Fund will not be liable if it proves that the purchaser purchased the Interests with knowledge of the misrepresentation; (b) in an action for damages, the Fund is NOT liable for all or any portion of the damages that the Fund proves does not represent the depreciation in value of the Interests as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which the Interests were offered. Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than: (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or (b) in the case of any action, other than an action for rescission, the earlier of: (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action; and (ii) three years after the date of the transaction that gave rise to the cause of action. These rights are in addition to and not in derogation from any other right an Ontario purchaser of the Interests may have. Confidential - Not for Publication or Distribution 38 ARES#39Country Specific Disclaimers Nova Scotia In the event that this Memorandum, a record incorporated by reference in or deemed incorporated into this Memorandum, any amendment to this Memorandum or any advertising or sales literature (as defined in the Securities Act (Nova Scotia)) contains a misrepresentation that was a misrepresentation at the time of a Nova Scotia purchaser's purchase, such purchaser of the Interests in Nova Scotia shall be deemed to have relied upon the misrepresentation and will have a statutory right of action for damages against the Fund, and subject to additional defenses, against any directors of the Fund and persons who have signed this Memorandum. Alternatively, such purchaser may elect to exercise a statutory right of rescission against the Fund, in which case such purchaser shall have no right of action for damages. These rights are in addition to and not in derogation from any other rights such purchaser may have. The right of action for damages or rescission is exercisable not later than 120 days after the date on which payment was made for the Interests (or after the date on which the initial payment for the Interests was made where payments subsequent to the initial payment were made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment), provided that: (a) the Fund will not be liable if it proves that the purchaser purchased the Interests with knowledge of the misrepresentation; (b) in any action for damages, the Fund will not be liable for all or any portion of those damages that it proves do not represent the depreciation in value of the Interests as a result of the misrepresentation; and (c) in no case will the amount recoverable exceed the price at which the Interests were offered to the purchaser. New Brunswick In the event that any information relating to the offering which has been provided to purchasers of Interests in New Brunswick contains a misrepresentation, such a purchaser of the Interests in New Brunswick shall be deemed to have relied upon the misrepresentation if it was a misrepresentation at the time of purchase and will have a statutory right of action against the Fund for damages or, alternatively, for rescission, provided that no action shall be commenced to enforce a right of action more than: (a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or (b) in the case of any action, other than an action for rescission, the earlier of: (i) one year after the plaintiff first had knowledge of the facts giving rise to the cause of action; and (ii) six years after the date of the transaction that gave rise to the cause of action; and also provided that: (x) the Fund will not be liable if it proves that the purchaser purchased the Interests with knowledge of the misrepresentation; (y) in any action for damages, the Fund will not be liable for all or any portion of those damages that it proves do not represent the depreciation in value of the Interests as a result of the misrepresentation; and in no case will the amount recoverable under this paragraph exceed the price at which the Interests were sold to the purchaser. (z) These rights are in addition to and not in derogation from any other right the purchaser may have. Saskatchewan Section 138 of The Securities Act, 1988 (Saskatchewan), as amended (the "Saskatchewan Act"), provides that, where an offering memorandum, such as this Memorandum, or any amendment to it, is sent or delivered to a purchaser and it contains a misrepresentation (as defined in the Saskatchewan Act), a purchaser who purchases a security covered by the offering memorandum or any amendment to it has, without regard to whether the purchaser relied on the misrepresentation, a right of action for rescission against the issuer or a selling security holder on whose behalf the distribution is made or a right of action for damages against: (a) the issuer or a selling security holder on whose behalf the distribution is made; (b) every promoter and director of the issuer or the selling security holder, as the case may be, at the time the offering memorandum or any amendment to it was sent or delivered; (c) every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them; (d) every person who or company that, in addition to the persons or companies mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the offering memorandum; and (e) every person who or company that sells securities on behalf of the issuer or selling security holder under the offering memorandum or amendment to the offering memorandum. Confidential - Not for Publication or Distribution 39 ARES#40Country Specific Disclaimers Such rights of rescission and damages are subject to certain limitations, including the following: (a) if the purchaser elects to exercise its right of rescission against the issuer or selling security holder, it shall have no right of action for damages against that party; (b) in an action for damages, a defendant will not be liable for all or any portion of the damages that he, she or it proves do not represent the depreciation in value of the securities resulting from the misrepresentation relied on; (c) no person or company, other than the issuer or a selling security holder, will be liable for any part of the offering memorandum or any amendment to it not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation or believed that there had been a misrepresentation; (d) in no case shall the amount recoverable exceed the price at which the securities were offered; and (e) no person or company is liable in an action for rescission or damages if that person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation. In addition, no person or company, other than the issuer or selling security holder, will be liable if the person or company proves that: (a) the offering memorandum or any amendment to it was sent or delivered without the person's or company's knowledge or consent and that, on becoming aware of it being sent or delivered, that person or company gave reasonable general notice that it was so sent or delivered; or (b) with respect to any part of the offering memorandum or any amendment to it purporting to be made on the authority of an expert, or purporting to be a copy of, or an extract from, a report, an opinion or a statement of an expert, that such person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation, the part of the offering memorandum or any amendment to it did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert. Not all defenses upon which the Fund or others may rely are described herein. Please refer to the full text of the Saskatchewan Act for a complete listing. Similar rights of action for damages and rescission are provided in section 138.1 of the Saskatchewan Act in respect of a misrepresentation in advertising and sales literature disseminated in connection with an offering of securities. Section 138.2 of the Saskatchewan Act also provides that, where an individual makes a verbal statement to a prospective purchaser that contains a misrepresentation relating to the security purchased and the verbal statement is made either before or contemporaneously with the purchase of the security, the purchaser has, without regard to whether the purchaser relied on the misrepresentation, a right of action for damages against the individual who made the verbal statement. Section 141(1) of the Saskatchewan Act provides a purchaser with the right to void the purchase agreement and to recover all money and other consideration paid by the purchaser for the securities if the securities are purchased from a vendor who is trading in contravention of the Saskatchewan Act, the regulations to the Saskatchewan Act or a decision of the Saskatchewan Financial Services Commission. hendment to it was not ser t or delivered pri to or Section 141(2) of the Saskatchew Act also provides a right of action for rescission or damages to a purchaser of securities whom an offering memorandum or any at the same time as the purchaser enters into an agreement to purchase the securities, as required by Section 80.1 of the Saskatchewan Act. The rights of action for damages or rescission under the Saskatchewan Act are in addition to and do not derogate from any other right which a purchaser may have at law. Section 147 of the Saskatchewan Act provides that no action shall be commenced to enforce any of the foregoing rights more than: (a) in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or (b) in the case of any other action, other than an action for rescission, the earlier of: (i) one year after the plaintiff first had knowledge of the facts giving rise to the cause of action; or (ii) six years after the date of the transaction that gave rise to the cause of action. The Saskatchewan Act also provides that a purchaser who has received an amended offering memorandum delivered in accordance with subsection 80.1(3) of the Saskatchewan Act has a right to withdraw from the agreement to purchase the securities by delivering a notice to the person or company that is selling the securities indicating the purchaser's intention not to be bound by the purchase agreement, provided that such notice is delivered by the purchaser within two business days of receiving the amended offering memorandum. THE FOREGOING SUMMARY IS SUBJECT TO THE EXPRESS PROVISIONS OF THE SECURITIES LEGISLATION OF THE RELEVANT PROVINCES AND THE REGULATIONS, RULES AND POLICY STATEMENTS THEREUNDER AND REFERENCE IS MADE THERETO FOR THE COMPLETE TEXT OF SUCH PROVISIONS. Confidential - Not for Publication or Distribution 40 ØARES#41Country Specific Disclaimers CERTAIN CANADIAN INCOME TAX CONSIDERATIONS Any discussion of taxation and related matters contained in this Memorandum is not a comprehensive description of all the tax considerations that may be relevant to a decision to purchase these securities. Prospective Canadian purchasers of the Interests should consult their own tax advisers with respect to any taxes payable in connection with an investment in the Fund. It is recommended that tax advisers be employed in Canada, as there are a number of substantive Canadian tax compliance requirements for Canadian investors. CONVERSION OF AMOUNTS INTO CANADIAN DOLLAR EQUIVALENT Unless specifically stated otherwise, all dollar amounts contained in this Memorandum are in U.S. dollars and must be converted into Canadian dollars based on the prevailing relevant foreign exchange rate at the time such amounts arise. FINANCIAL INFORMATION Financial inform contained in this Memorandum has been prepared in accordance with U.S. Generally Accepted Accounting Principles, which differ ertain respects from those accounting principles used in jurisdictions, including Canada. Prospective purchasers should conduct their own investigation and analysis of the business, data and transaction described herein and consult their own financial advisers. RESALE RESTRICTIONS IN CANADA The distribution of Interests in Canada is being made on a private placement basis only and is exempt from the requirement that the Fund prepare and file a prospectus with the relevant Canadian regulatory authorities. Accordingly, any resale of the Interests in Canada must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with prospectus requirements and dealer registration requirements or exemptions from dealer registration requirements and prospectus requirements. These resale restrictions may, in some cases, apply to resales of the Interests outside of Canada. Purchasers in Canada are advised to seek legal advice prior to any resale of the Interests. her The Fund is not a "reporting issuer", as such term is defined under applicable Canadian securities legislation, in any province or territory of Canada in which the Interests will be offered. Under no circumstances will the Fund be required to file a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of the Interests to the public in any province or territory of Canada. Canadian purchasers are advised that the Fund currently does not intend to file a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of the Interests to the public in any province or territory of Canada in connection with this offering of the Interests. Therefore, there will be no public market in Canada for the Interests and the resale or transfer of the Interests will be subject to restrictions. REPRESENTATIONS OF CANADIAN PURCHASERS Each purchaser and beneficial owner of the Interests resident in Canada will be deemed to have represented to the Fund, the General Partner and their respective affiliates, as well as to any placement agent and any dealer who sells the Interests to such Canadian purchaser that: (a) the offer and sale of Interests was made to such purchaser exclusively through this Memorandum and was not made through an advertisement of such Interests in any printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display, or any other form of advertising in Canada; (b) such purchaser has reviewed and acknowledges the terms of this Memorandum, including, without limitation, this "Notice to Investors of Canada", including in respect of applicable resale restrictions; (c) where required by law, such purchaser is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable securities laws of the province in which such purchaser is resident, for its own account and not as agent for the benefit of another person; (d) such purchaser or any ultimate purchaser for which such purchaser is acting as agent is entitled under applicable Canadian securities laws to purchase such Interests without the benefit of a prospectus qualified under such securities laws, and without limiting the generality of the foregoing, (1) is an "accredited investor" as defined in section 1.1 of National Instrument 45 106 Prospectus and Registration Exemptions ("NI 45 106"), fulfills the requirements of section 2.3 of NI 45-106 and was not created and is not being used solely to purchase or hold securities as an "accredited investor", or (2) fulfills the requirements of section 2.10 of NI 45 106; (e) such purchaser or any ultimate purchaser for which such purchaser is acting as agent is a "permitted client" as defined in section 1.1 of National Instrument 31-103; (f) to the best of such purchaser's knowledge, none of the funds to be provided by or on behalf of such purchaser to the Fund or its agents are being tendered on behalf of a person or entity who has not been identified to the purchase; (g) the purchaser certifies that none of the funds being used to purchase the Interests are, to such purchaser's knowledge, proceeds obtained or derived, directly or indirectly, as a result of illegal activities and that: (i) the funds being used to purchase the Interests and advanced by or on behalf of such purchaser to the Fund or its agents do not represent proceeds of crime for the purpose of the Proceeds of Crime (Money Laundering) Act (Canada) (the "PCMLA"); and (ii) such purchaser is not a person or entity identified in the Regulations Implementing the United Nations Resolutions on the Suppression of Terrorism, the United Nations Al Qaida and Taliban Regulations, the Regulations Implementing the United Nations Resolutions on the Democratic People's Republic of Korea, the Regulations Implementing the United Nations Resolution on Iran, the United Nations Côte d'Ivoire Regulations, the United Nations Democratic Republic of the Congo Regulations, the Regulations Implementing the United Nations Resolution on Liberia, the Regulations Implementing the United Nations Resolutions on Libya and Taking Special Economic Measures, the Regulation Implementing the United Nations Resolution on Eritrea, the Regulations Implementing the United Nations Resolutions on Somalia, the United Nations Sudan Regulations, the Freezing of Corrupt Foreign Officials (Tunisia and Egypt) Regulations, the Special Economic Measures (Zimbabwe) Regulations, the Special Economic Measures (Iran) Regulations, the Special Economic Measures (Syria) Regulations or the Special Economic Measures (Burma) Regulations (collectively, the "Trade Sanctions"); ARES Confidential - Not for Publication or Distribution. 41#42Country Specific Disclaimers (h) acknowledges that the Fund or its agents may in the future be required by law to disclose the investor's name and other information relating to such purchaser and any purchase of the Interests, on a confidential basis, pursuant to the PCMLA, the Criminal Code (Canada) and the Trade Sanctions or as otherwise may be required by applicable laws, regulations or rules, and by accepting delivery of this Memorandum, such purchaser will be deemed to have agreed with the foregoing; (i) it shall promptly notify the Fund or its agents if such purchaser discovers that any such representations cease to be true, and shall provide the Fund or its agents with appropriate information in connection therewith; and (j) where required by applicable securities laws, regulations or rules, such purchaser will execute, deliver and file such reports, undertakings and other documents relating to the purchase of the Interests by such purchaser as may be required by such laws, regulations and rules, or to assist the Fund and its agents, as applicable, in obtaining and filing such reports, undertakings and other documents. In addition, each purchaser and each beneficial owner of the Interests resident in Canada will be deemed to have represented to the Fund, the General Partner and any Canadian Dealer that such purchaser or beneficial owner: (a) has been notified by the Fund that: (i) the Fund and its affiliates are required to provide certain personal information ("personal information") pertaining to the beneficial owner of the Interests as required to be disclosed in Schedule I of Form 45 106F1 under NI 45 106 (including its name, address, telephone number and the number and value of any Interests purchased), which Form 45 106F1 is required to be filed by the Fund and the General Partner under NI 45 106; (ii) such personal information will be delivered to the Ontario Securities Commission (the "OSC") in accordance with NI 45 106; (iii) such personal information is being collected indirectly by the OSC under the authority granted to it under the securities legislation of Ontario; (iv) such personal information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario; and (v) that the public official in Ontario who can answer questions about the OSC's indirect collection of such personal information is the Administrative Support Clerk at the Ontario Securities Commission, Suite 1903, Box 55,20 Queen Street West, Toronto, Ontario M5H 3S8, Telephone: (416) 593 3684; (b) has authorized the indirect collection of the personal information by the OSC; the L'Autorité des marchés financiers, the Registraire des entreprises and any other relevant Canadian securities regulatory authority; (c) has been notified by the Fund: (i) that the Fund may deliver the personal information to the L'Autorité des marchés financiers and the Registraire des entreprises; (ii) that such personal information is being collected indirectly by the L'Autorité des marchés financiers and the Registraire des entreprises under the authority granted to it in applicable securities laws; and (iii) that such personal information is being collected for the purpose of the administration and enforcement of applicable securities laws; (d) acknowledges, authorizes and agrees that its name, address, telephone number and other specified information, including the amount of Interests it has purchased and the aggregate purchase price paid by such purchaser, may be disclosed to other Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable laws and by purchasing Interests the purchaser consents to the disclosure of such information; and (e) will consult their own legal and tax advisers with respect to the tax consequences of an investment in the Interests in their particular circumstances and with respect to the eligibility of the Interests for investment by such purchaser under relevant Canadian legislation. LANGUAGE OF DOCUMENTS IN CANADA Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the Interests (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu'il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais seulement. Confidential - Not for Publication or Distribution 42 ARES#43Country Specific Disclaimers NOTICE TO INVESTORS IN CHILE This Memorandum, and the Interests to which it relates, may not be advertised, marketed, distributed or otherwise made available to the public in Chile. In connection with the offering of the Interests, no prospectus has been registered with or approved by the Securities Superintendence of Chile or any other regulatory body in Chile. Interests are being offered on a limited private basis, and do not constitute marketing, offering or sales to the public in Chile. Therefore, this Memorandum is strictly private and confidential and may neither be reproduced, used for any other purpose, nor provided to any other person than the intended recipient hereof. NOTICE TO INVESTORS IN COLOMBIA Neither this Memorandum nor the Interests have been reviewed or approved by the Financial Superintendency of Colombia (the "FSC") or any other governmental authority in Colombia, nor has the Fund or any related person or entity received authorization or licensing from the FSC or any other governmental authority in the Colombia to market or sell the Interests within Colombia. No public offering of the Interests is being made in Colombia or to Colombian residents. By receiving this Memorandum, the recipient acknowledges that it contacted the General Partner at its own initiative and not as a result of any promotion or publicity by the General Partner, the Fund or any of their respective agents or representatives. This Memorandum is strictly private and confidential and may not be reproduced, used for any other purpose or provided to any person other than the intended recipient. NOTICE TO INVESTORS IN DENMARK The Fund (and any of its parallel or feeder fund structures, if any) is an alternative investment fund and the General Partner is an alternative investment fund manager ("AIFM") for purposes of the Alternative Investment Fund Managers Directive ("AIFMD"). As such the Fund may not be marketed, and this Memorandum may not be sent, to investors in Denmark, unless (i) the Fund has been approved for marketing in Denmark by the Danish Financial Supervisory Authority pursuant to art. 42 of the AIFMD, in which case Interests may be marketed to professional investors within the meaning of the Danish AIFM Act only or (ii) such marketing was initiated by the investors. This Memorandum must not be distributed to, or relied upon by, investors in Denmark in any other circumstances. NOTICE TO INVESTORS OF THE CAYMAN ISLANDS This Memorandum does not constitute and there will not be any offering of interest in the Fund to the public in the Cayman Islands. NOTICE TO INVESTORS IN EEA MEMBER STATES The EU Prospectus Directive (2003/71/EC), as implemented by the member states of the European Union, contains various exemptions from the prospectus requirements arising under the Prospectus Directive and under the securities laws of the European Union member states. To the extent such exemptions apply to the offering of Interests, the Fund reserves the right to offer the Interests in accordance with such exemptions, notwithstanding references herein to any other provision of the securities laws of any European Union member state. Following implementation of the EU Alternative Investment Fund Managers Directive (2011/61/EU) ("AIFMD"), the offering or placement of Interests to or with investors domiciled or with a registered office in an EEA Member State may be restricted or prohibited under national law in that EEA Member State, or may be permitted only if the General Partner complies with certain procedural and substantive obligations. The inclusion of an offering legend in respect of any EEA Member State does not imply that an offering or placement of Interests has been or will be made to or with investors domiciled or with a registered office in that EEA Member State; any such offering or placement will be made only where: (i) this is permitted under national law; and (ii) the General Partner elects to comply with all relevant procedural and substantive obligations relating to the offering or placement of Interests. AIFMD does not restrict an EEA-based investor from investing in the Fund on its own initiative. This Memorandum may be provided to an investor who is domiciled or has a registered office in an EEA jurisdiction in response to an own-initiative request, even where the Interests are not otherwise being offered or placed to or with investors based in that EEA Member State at the initiative or on behalf of the General Partner. NOTICE TO INVESTORS IN FINLAND In Finland, this Memorandum is being provided solely to and Interests are marketed only to Finnish professional clients (as defined in Directive 2004/39/EC and in the Finnish Investment Services Act (sijoituspalvelulaki 14.12.2012/747)). Marketing of the Interests to Finnish professional investors has been notified to the Finnish Financial Supervisory Authority ("FIN-FSA") in accordance with the Finnish Act on Alternative Investment Fund Managers (laki vaihtoehtorahastojen hoitajista, 7.3.2014/162, the "AIFML") and the FIN-FSA has subsequently approved the commencement of such marketing. Neither the Fund's investment manager nor the General Partner is authorized or registered in Finland in accordance with the AIFML The Fund is not a UCITS fund and therefore its marketing is not subject to the provisions of the Finnish Act on Mutual Funds (sijoitusrahastolaki, 29.1.1999/48, as amended, the "MFA"), and accordingly, prospective investors should acknowledge that this Memorandum is not a fund prospectus as meant in the MFA. Furthermore, even if Interests were to be construed as "securities” as defined in the Finnish Securities Markets Act (arvopaperimarkkinalaki, 14.12.2012/746, as amended, the "SMA"), based on the exemptions set forth in the SMA, the offering of Interests would be exempted from the prospectus requirements of the SMA (based on the marketing being restricted to a limited number of professional clients). Accordingly, prospective investors must acknowledge that this Memorandum is not a prospectus within the meaning set forth in the SMA. Prospective investors should also note that neither the Fund's investment manager nor the General Partner is an investment firm (sijoituspalveluyritys) within the meaning of the Finnish Investment Services Act (sijoituspalvelulaki 14.12.2012/747) and is not subject to the supervision of the FIN-FSA. Any prospective investors should acknowledge that they will not be treated as clients of placement agents (if any) engaged by the Fund's investment manager or the General Partner in connection with the placement of the Interests and such placement agents may not be under any duty to safeguard the interests of prospective investors. Furthermore, the Fund is not a property fund as meant in the Finnish Act on Property Funds (kiinteistörahastolaki, 19.12.1997/1173). This Memorandum has been prepared for private information purposes only and it may not be used for, and shall not be deemed, a public offering of Interests. This Memorandum is strictly for private use by its holder and may not be passed on to third parties or otherwise distributed publicly. ØARES Confidential - Not for Publication or Distribution 43#44Country Specific Disclaimers NOTICE TO INVESTORS IN FRANCE This Memorandum (including any amendment, supplement or replacement thereto) is not being distributed in the context of a public offering in France within the meaning of Article L. 411-1 of the French Monetary and Financial Code (Code monétaire et financier). This Memorandum has not been and will not be submitted to the French Autorité des marchés financiers ("AMF") for approval in France and accordingly may not and will not be distributed to the public in France. Pursuant to Article 211-3 of the AMF General Regulation, French residents are hereby informed that: (a) the transaction does not require a prospectus to be submitted for approval to the AMF; (b) persons or entities referred to in Point 2º, Section II of Article L411-2 of the Monetary and Financial Code may take part in the transaction solely for their own account, as provided in Articles D. 411-1, D.411-2, D. 734-1, D. 744-1, D. 754-1 and D. 76 I of the Monetary and Financial Code; and (c) the financial instruments thus acquired cannot be distributed directly or indirectly to the public otherwise than in accordance with Articles L 411-1, L 411-2, L412-1 and L 621-8 to L 621-8-3 of the Monetary and Financial Code. This Memorandum is not to be further distributed or reproduced (in whole or in part) in France by the recipients of this Memorandum. This Memorandum has been distributed on the understanding that such recipients will only participate in the issue or sale of Interests for their own account and undertake not to transfer, directly or indirectly, Interests to the public in France, other than in compliance with all applicable laws and regulations and in particular with Articles L. 411-1 and L. 411-2 of the French Monetary and Financial Code. NOTICE TO INVESTORS IN GERMANY This Memorandum has not been and will not be submitted to, nor has it been approved by, the Bundesanstalt für Finanzdienstleistungsaufsicht (the German Federal Financial Supervisory Authority or "BaFin"). The Fund has not been notified for marketing in Germany to the BaFin. Therefore, no sale of Interests to German residents is permitted, unless the sale did not involve any "marketing" ("Vertrieb", as this term is construed under the German Capital Investment Code (Kapitalanlagegesetzbuch - "KAGB")) by any party, i.e., where the investor invests in the Fund solely on his/her/its own initiative. Furthermore, a sale of Interests to professional or semi- professional investors resident in Germany is permitted if the marketing has not occurred on the initiative of the General Partner or on its behalf. Neither this Memorandum nor any other document relating to the Fund or Interests may be circulated or supplied to persons resident in the Federal Republic of Germany other than to professional or semi-professional investors (a) at the request of the investor, i.e., not on the initiative of the General Partner or (b) by persons not acting on behalf of the General Partner. NOTICE TO THE INVESTORS OF GUERNSEY This Memorandum is only being, and may only be, made available in or from within the Bailiwick of Guernsey and the offer that is the subject of this Memorandum is only being, and may only be, made in from within the Bailiwick of Guernsey: (i) by persons licensed to do so under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended); or (ii) to persons licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended), the Banking Supervision (Bailiwick of Guernsey) Law, 1994 (as amended), the Regulation of Fiduciaries, Administration Business and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 (as amended) or the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 (as amended). The offer referred to in this Memorandum and this Memorandum are not available in or from within the Bailiwick of Guernsey other than in accordance with the above paragraphs (i) and (ii) and must not be relied upon by any person unless made or received in accordance with such paragraphs. NOTICE TO INVESTORS IN HONG KONG The contents of this Memorandum have not been reviewed or approved by any regulatory authority in Hong Kong. This Memorandum does not constitute an offer or invitation to the public in Hong Kong to acquire Interests. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purposes of issue, this Memorandum or any advertisement, invitation or document relating to Interests, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to Interests which are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" (as such term is defined in the Securities and Futures Ordinance of Hong Kong (Cap. 571) (the "SFO") and the subsidiary legislation made thereunder) or in circumstances which do not result in this Memorandum being a "prospectus" as defined in the Companies Ordinances of Hong Kong (Cap. 32) (the "CO") or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO. The offer of Interests is personal to the person to whom this Memorandum has been delivered by or on behalf of the Fund, and a subscription for Interests will only be accepted from such person. No person to whom a copy of this Memorandum is issued may issue, circulate or distribute this Memorandum in Hong Kong or make or give a copy of this Memorandum to any other person. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this Memorandum, you should obtain independent professional advice. ARES Confidential - Not for Publication or Distribution 44#45Country Specific Disclaimers NOTICE TO INVESTORS IN ICELAND This Memorandum has been issued to the recipient, for personal use only, exclusively in connection with a private placement of the Interests. Accordingly, this Memorandum may not be used by the recipient for any other purpose nor forwarded to any other person or entity in Iceland. The offering of the Interests described in this Memorandum is a private placement under Icelandic law and the Interests may only be offered and sold (as well as resold) in Iceland to a person or entity that is a Qualified Investor as defined in Item No. 9 of Article 43 of the Icelandic Act on Securities Transactions. Also, any subsequent transfer or resale of the Interests in Iceland will need to comply with the applicable provisions of the Icelandic Act on Securities Transactions. Prospective Icelandic investors should consult with their own tax advisors as to the tax consequences of an investment in the Fund. NOTICE TO INVESTORS IN ISRAEL The Interests described in this Memorandum have not been registered and are not expected to be registered under the Israeli Securities Law - 1968 (the "Securities Law") or under the Israeli Joint Investment Trust Law - 1994 due to applicable exemptions. Accordingly, the Interests described herein will only be offered and sold in Israel pursuant to applicable private placement exemptions, to parties that qualify as both (i) Sophisticated Investors described in Section 15A(b)(1) of the Securities Law and (ii) as "Qualified Customers" for purposes of Section 3(a)(11) of the Law for the Regulation of Provision of Investment Advice, Marketing Investments and Portfolio Management - 1995 (the "Investment Advisor Law"). Neither the Fund nor the General Partner is a licensed investment marketer under the Investment Advisor Law and neither the Fund nor the General Partner maintains insurance as required under such law. The Fund and General Partner may be deemed to be providing investment marketing services but are not investment advisors for purposes of Israeli law. Any investment marketing which may be deemed provided under Israeli law in connection with an investment in the Fund is deemed provided on a one time only basis and neither the Fund nor the General Partner will provide any ongoing investment marketing or investment advisory services to the investor. If any recipient in Israel of a copy of this Memorandum is not qualified as described above, such recipient should promptly return this Memorandum to the Fund. By retaining a copy of this Memorandum you are hereby confirming that you qualify as both a Sophisticated Investor and Qualified Customer, fully understand the ramifications thereof and agreed to be treated as such by the Fund. NOTICE TO INVESTORS IN ITALY The Fund is not a UCITS fund. The offering of the Interests in Italy has not been nor will it be authorized by the Bank of Italy and the Commissione Nazionale per la Società e la Borsa. The Interests are offered upon the express and unsolicited request of the investor, who has directly contacted the Fund or its sponsor on the investor's own initiative. No active marketing of the Fund has been made nor will it be made in Italy, and this Memorandum has been sent to the investor at the investor's unsolicited request. The investor acknowledges and confirms the above and hereby agrees not to sell or otherwise transfer any Interests or to circulate this Memorandum in Italy unless expressly permitted by, and in compliance with, applicable law. NOTICE TO INVESTORS IN JAPAN The Interests are a security set forth in Article 2, Paragraph 2, Item 6 of the Financial Instruments and Exchange Law of Japan (the "FIEA"). No public offering of the Interests is being made to investors resident in Japan and in accordance with Article 2, paragraph 3, Item 3, of the FIEA, no securities registration statement pursuant to Article 4, paragraph 1, of the FIEA has been made or will be made in respect to the offering of the Interests in Japan. The offering of the Interests in and investment management of the Fund in Japan is made as "Special Exempted Business for Qualified Institutional Investors, Etc." under Article 63, Paragraph 1, of the FIEA. Thus, the Interests are being offered only to certain investors in Japan. Neither the Fund nor any of its affiliates is or will be registered as a "financial instruments business operator" pursuant to the FIEA. Neither the Financial Services Agency of Japan nor the Kanto Local Finance Bureau has passed upon the accuracy or dequ of this Memorandum or otherwise approved or authorized the offering of the Interests to investors resident in Japan. NOTICE TO INVESTORS IN KAZAKHSTAN This offer is addressed only to qualified investors as defined in the Law of the Republic of Kazakhstan On the Securities Market dated 2 July 2003, as amended. This Memorandum has not been approved by, nor does it need to be approved by, the National Bank of the Republic of Kazakhstan. This Memorandum is intended only for the original recipient and is not for general circulation in the Republic of Kazakhstan. NOTICE TO INVESTORS IN KUWAIT This Memorandum is not for general circulation to the public in Kuwait. The Interests have not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti governmental agency. The offering of the Interests in Kuwait on the basis of a private placement or public offering is, therefore, restricted in accordance with Law No. 7 of 2010 (as amended) and the bylaws thereto (as amended). No private or public offering of the Interests is being made in Kuwait, and no agreement relating to the sale of the Interests will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market the Interests in Kuwait. NOTICE TO INVESTORS IN LEBANON Neither this Memorandum nor the Interests have been approved, disapproved or passed on in any way by the Lebanese Capital Market Authority (the "CMA") or any other governmental authority in Lebanon, nor has the Fund received authorization or licensing from the CMA or any other governmental authority in Lebanon to market or sell the Interests within Lebanon. This Memorandum does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the Interests, including the receipt of applications and the allotment or redemption of such Interests, may be rendered by the Fund within Lebanon. NOTICE TO INVESTORS IN LUXEMBOURG No public offering of Interests is being made to investors resident in Luxembourg. Interests are being offered only to a limited number of sophisticated and professional investors in Luxembourg. The Commission de Surveillance du Secteur Financier of Luxembourg has not passed upon the accuracy or adequacy of this Memorandum or otherwise approved or authorized the offering of the Interests to investors resident in Luxembourg. Material information provided to investors, including information disclosed in the context of meetings relating to offers of securities, shall be disclosed to all investors to whom the offer is exclusively addressed. ARES Confidential - Not for Publication or Distribution 45#46Country Specific Disclaimers NOTICE TO INVESTORS IN MALAYSIA The offering made under this Memorandum does not constitute, and should not be construed as constituting an offer or invitation to subscribe for or purchase any securities in Malaysia. The General Partner, by the dispatch of this Memorandum, has not made available any securities for subscription or purchase in Malaysia. This Memorandum is distributed in Malaysia for information purposes only. This Memorandum does not constitute, and should not be construed as offering or making available any Interest for purchase in Malaysia. NOTICE TO INVESTORS IN MEXICO The offering made pursuant to this Memorandum does not constitute a public offering of securities under Mexican law and therefore is not subject to obtaining the prior authorization of the Mexican National Banking and Securities Commission or the registration of the Interests with the Mexican National Registry of Securities. NOTICE TO INVESTORS IN THE NETHERLANDS In the Netherlands, the Interests may only be offered, sold, transferred or assigned, as part of their ini distribution or at any time thereafter, to natural persons who or legal entities which are Qualified Investors as defined in Section 1:1 of the Financial Supervision Act (Wet op het financieel toezicht (the "FSA")). Interests may not otherwise be offered, directly or directly, in the Netherlands. Where an offer is made exclusively to Qualified Investors within the meaning of section 1:1 of the FSA, the General Partner is not under an obligation to have the offering memorandum approved by the Dutch Authority for the Financial Markets or by a competent authority of another member state of the European Economic Area in accordance with Prospectus Directive 2003/71/EC and Prospectus Regulation 809/2004/EC. NOTICE TO INVESTORS IN NEW ZEALAND No retail offering of Interests is being made to investors in New Zealand. Interests are being offered to wholesale investors in New Zealand pursuant to an exclusion from disclosure requirements under the Financial Markets Conduct Act 2013. The New Zealand Financial Markets Authority has not passed upon the accuracy or adequacy of this Memorandum or otherwise approved or authorized the offering of Interests to investors resident in New Zealand. NOTICE TO INVESTORS IN NORWAY This Memorandum does not constitute an invitation or a public offer of securities in the Kingdom of Norway. It is intended only for the original recipient and is not for general circulation in the Kingdom of Norway. The offer herein is not subject to the prospectus requirements laid down in the Norwegian Securities Trading Act. This Memorandum has not been nor will it be registered with or authorized by any governmental body in Norway. NOTICE TO INVESTORS IN OMAN This Memorandum, and the Interests to which it relates, may not be advertised, marketed, distributed or otherwise made available to the general public in Oman. In connection with the offering of the Interests, no prospectus has been registered with or approved by the Central Bank of Oman, the Oman Ministry of Commerce and Industry, the Oman Capital Market Authority or any other regulatory body in the Sultanate of Oman. The offering and sale of Interests described in this Memorandum will not take place inside Oman. The Interests are being offered on a limited private basis, and do not constitute marketing, offering or sales to the general public in Oman. Therefore, this Memorandum is strictly private and confidential, and is being issued to a limited number of sophisticated investors, and may neither be reproduced, used for any other purpose, nor provided to any other person than the intended recipient hereof. NOTICE TO INVESTORS OF THE PEOPLE'S REPUBLIC OF CHINA Interests may not be marketed, offered or sold directly or indirectly to the public in China and neither this Memorandum, which has not been submitted to the Chinese Securities and Regulatory Commission, nor any offering material or information contained herein relating to the Interests, may be supplied to the public in China or used in connection with any offer for the subscription or sale of Interests to the public in China. Interests may only be marketed, offered or sold to Chinese institutions which are authorized to engage in foreign exchange business and offshore investment from outside China. Chinese investors may be subject to foreign exchange control approval and filing requirements under the relevant Chinese foreign exchange regulations, as well as offshore investment approval requirements. NOTICE TO INVESTORS IN QATAR This Memorandum is provided on an exclusive basis to the specifically intended recipient hereof, upon that person's request and initiative and for the recipient's personal use only. Nothing in this Memorandum constitutes, is intended to constitute, shall be treated as constituting or shall be deemed to constitute any offer or sale of securities in the State of Qatar or in the Qatar Financial Centre or the inward marketing of an investment fund, or an attempt to do business as a bank, an investment company or otherwise in the State of Qatar or in the Qatar Financial Centre, other than in compliance with any laws applicable in the State of Qatar or in the Qatar Financial Centre governing the issue, offering and sale of securities. This Memorandum and the underlying instruments have not been approved, registered or licensed by the Qatar Central Bank, the Qatar Financial Centre Regulatory Authority, the Qatar Financial Markets Authority or any other regulator in the State of Qatar. This Memorandum and any related documents have not been reviewed or approved by the Qatar Financial Centre Regulatory Authority or the Qatar Central Bank. Recourse against the Fund, and those involved with it, may be limited or difficult and may have to be pursuant in a jurisdiction outside Qatar and the Qatar Financial Centre. Any distribution of this Memorandum by the recipient to third parties in Qatar or the Qatar Financial Centre beyond the terms hereof is not authorized and shall be at the liability of the recipient. ARES Confidential - Not for Publication or Distribution 46#47Country Specific Disclaimers NOTICE TO INVESTORS IN SAUDI ARABIA Neither this Memorandum nor the Interests have been approved, disapproved or passed on in any way by the Capital Market Authority or any other governmental authority in the Kingdom of Saudi Arabia, nor has the Fund received authorization or licensing from the Capital Market Authority or any other governmental authority in the Kingdom of Saudi Arabia to market or sell the Interests within the Kingdom of Saudi Arabia. This Memorandum does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the Interests, including the receipt of applications and the allotment or redemption of the Interests, may be rendered by the Fund within the Kingdom of Saudi Arabia. NOTICE TO INVESTORS IN SINGAPORE This Memorandum and any other material in connection with the offer or sale is not a prospectus as defined in the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"). Accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply. You should consider carefully whether the investment is suitable for you. This Memorandum has not been registered as a prospe with the Monetary Authority of Singapore and this offering is not regulated by financial supervisory authority pursuant to any legislation in Singapore and an offering of the Interests are not allowed to be made to the retail public. Accordingly, this Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Interests may not be circulated or distributed, nor may the Interests be offered or sold, 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 under Section 4A of the SFA, (ii) to a relevant person under Section 275(1) of the SFA, (iii) to any person pursuant to an offer referred to in Section 275(1A) of the SFA, or (iv) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Certain resale restrictions apply to the offer and investors are advised to acquaint themselves with such restrictions. Where the Interests are subscribed or purchased under Section 275 of the SFA by a relevant person which is either: (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, then, in each case, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the interests pursuant to an offer made under Section 275, except: (i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA; (ii) where no consideration is or will be given for the transfer; or (iii) where the transfer is by operation of law. NOTICE TO INVESTORS IN SOUTH AFRICA Neither this Memorandum nor the Interests have been approved, disapproved or passed on in any way by the Financial Services Conduct Authority or any other governmental authority in South Africa, nor has the Fund received authorization or licensing from the Financial Services Conduct Authority or any other governmental authority in South Africa to market or sell the Interests within South Africa. This Memorandum is strictly confidential and may not be reproduced, used for any other purpose or provided to any person other than the intended recipient. NOTICE TO INVESTORS IN SOUTH KOREA Neither the Fund nor any of its affiliates is making any representation with respect to the eligibility of any recipients of this Memorandum to acquire the Interests under the laws of Korea, including, but without limitation, the Foreign Exchange Transaction Law and Regulations thereunder. The Interests are being offered and sold in Korea only to persons prescribed by Article 301, Paragraph 2 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act, and none of the Interests may be offered, sold or delivered, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to applicable laws and regulations of Korea. Furthermore, the Interests may not be re-sold to Korean residents unless the purchaser of the Interests complies with all applicable regulatory requirements (including, but not limited to, governmental approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with purchase of the Interests. ARES Confidential - Not for Publication or Distribution 47#48Country Specific Disclaimers NOTICE TO INVESTORS IN SPAIN The Interests may not be offered or sold in Spain except in accordance with the requirements of applicable Spanish law and the interpretations thereof by the Comisión Nacional del Mercado de Valores (the "CNMV"). This Memorandum is neither verified nor registered with the CNMV, and therefore no marketing or advertising activity, as defined by Act 22/2014, of 13 November, on private equity institutions, other closed end collective investment institutions and the management companies of the closed end investment institutions, with respect to Interests has been or will be carried out in Spain. NOTICE TO INVESTORS IN SWEDEN This Memorandum has not been nor will it be registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this Memorandum may not be made available, nor may the Interests offered hereunder be marketed and offered for sale in Sweden, other than in compliance with the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument) as supplemented and amended from time to time and any other applicable Swedish law and regulations. NOTICE TO INVESTORS IN SWITZERLAND Under the Collective Investment Schemes Act dated June 23, 2006 and revised on September 28, 2012 (the "CISA"), the offering, sale and distribution to non-qualified investors of units in foreign collective investment schemes in or from Switzerland are subject to authorization by the Swiss Financial Market Supervisory Authority-FINMA (the "FINMA") and, in addition, the distribution to certain qualified investors of interests in such collective investment schemes may be subject to the appointment of a representative and a paying agent in Switzerland. There are reasonable grounds to believe that the Fund would be characterized as a foreign collective investment scheme under Swiss law. The Fund has not been and cannot be registered with the FINMA and cannot be distributed in Switzerland to non-qualified investors. The distribution of Interests in Switzerland will be exclusively made to, and directed at, regulated qualified investors ("Regulated Qualified Investors"), as defined in Article 10 (3)(a) and (b) of the CISA. Accordingly, no Swiss representative or paying agent has been or will be appointed by the Fund pursuant to CISA. This Memorandum and/or any other offering materials relating to the Fund may be made available in Switzerland solely to Regulated Qualified Investors. NOTICE TO INVESTORS IN TAIWAN The Interests have not been registered in the Republic of China, nor is approval by the Financial Supervisory Commission, Executive Yuan, the Republic of China ("FSC") compulsory. Subscribers should review the financial information and relevant documents, consult with an independent consultant, and bear the risks of this investment. Subscribers within the territory of the Republic of China are required to meet certain requirements set forth in the Rules Governing Offshore Funds and conditions promulgated by the FSC. Subscribers cannot resell the Interests except in accordance with resale restrictions nor solicit any other purchasers for this offering. NOTICE TO INVESTORS IN TURKEY An issuance certificate relating to the Interests has not been approved by the Turkish Capital Markets Board pursuant to the provisions of the Capital Markets Law. No offering or other sale or solicitation will be made until the issuance certificate relating to the Fund interests has been approved by the Turkish Capital Markets Board pursuant to the provisions of the Capital Markets Law. Fund interests may be offered in Turkey only to qualified investors as this term is provided in Article 30 of the Foreign Securities and Mutual Funds Communiqué and as defined in applicable capital markets regulations. Each investor in the Fund in Turkey will be required to provide documents evidencing that it is a qualified investor pursuant to Article 30 of the Foreign Securities and Mutual Funds Communiqué. Qualified investors are presumed to be aware that the Fund has not made any advertisement or public disclosure, and should request any information necessary to make an informed investment decision directly from the Fund. The approval by the Capital Markets Board of an issuance certificate would not constitute a guarantee by the Capital Markets Board in relation to the Fund interests. This Memorandum is not intended to be an advertisement, promotion or solicitation of the Fund or any Fund interests. The Capital Markets Board or Borsa Istanbul does not have any discretion relating to the determination of the price of the Fund interests. NOTICE TO INVESTORS IN UKRAINE Under Ukrainian law, the Interests may be regarded as securities of a foreign issuer. The Interests are not eligible for initial offering and public circulation in Ukraine. Neither the issuance of the Interests nor an information memorandum in respect of the Interests has been, or is intended to be, registered with the National Commission for Securities and the Stock Market of Ukraine. The information provided in this Memorandum is not an offer, or an invitation to make an offer, or to sell, exchange or otherwise transfer Interests in Ukraine. NOTICE TO INVESTORS IN THE UNITED ARAB EMIRATES By receiving this Memorandum, the person or entity to whom it has been issued understands, acknowledges and agrees that neither this Memorandum nor the Interests have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates (UAE"), the UAE Securities and Commodities Authority (the "SCA") or any other authority in the UAE, nor has the entity conducting the placement in the UAE received authorization or licensing from the Central Bank of the UAE, the SCA or any other authority in the UAE to market or sell Interests within the UAE. The SCA accepts no liability in relation to the Fund and is not making any recommendation with respect to an investment in the Fund. No services relating to the Interests, including the receipt of applications and/or the allotment or redemption of such interests have been or will be rendered within the UAE by the Fund. Nothing contained in this Memorandum is intended to constitute UAE investment, legal, tax, accounting or other professional advice. This Memorandum is for the information of prospective investors only and nothing in this Memorandum is intended to endorse or recommend a particular course of action. Prospective investors should consult with an appropriate professional for specific advice rendered on the basis of their situation. No offer or invitation to subscribe for interests or sale of Interests has been or will be rendered in, or to any persons in, or from, the Dubai International Finance Centre. NOTICE TO INVESTORS IN THE UNITED KINGDOM In the United Kingdom, this Memorandum is being distributed only to and is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (ii) high-net-worth entities falling within Article 49(2) of the Order and (iii) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons must not act on or rely on this Memorandum or any of its contents. Any investment or investment activity to which this Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. Recipients must not distribute, publish, reproduce, or disclose this Memorandum, in whole or in part, to any other person. ØARES Confidential - Not for Publication or Distribution 48#49Confidential - Not for Publication or Distribution ARES

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