Presentation to Vermont Pension Investment Committee
Country 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
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