Presentation to Vermont Pension Investment Committee

Country 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