Presentation to Vermont Pension Investment Committee
Country 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
ØARESView entire presentation