Presentation to Vermont Pension Investment Committee  slide image

Presentation to Vermont Pension Investment Committee

Country 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
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