Presentation to Vermont Pension Investment Committee  slide image

Presentation to Vermont Pension Investment Committee

Country 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
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