Presentation to Vermont Pension Investment Committee
Country Specific Disclaimers
RESPONSIBILITY
Except as otherwise expressly required by applicable law or as agreed to in contract, no representation, warranty or undertaking (express or implied) is made and no responsibilities or liabilities of any kind or nature
whatsoever are accepted by any dealer as to the accuracy or completeness of the information contained in this Memorandum or any other information provided by the issuer in connection with the offering of the Interests
in Canada.
Investing in the Interests involves risks. Prospective purchasers should refer to the risk factor disclosure contained in this Memorandum for additional information concerning these risks.
ENFORCEMENT OF LEGAL RIGHTS
The Fund, the General Partner and the directors and officers of the General Partner are located outside of Canada, and as a result, it may not be possible for Canadian purchasers to effect service of process within Canada
upon the Fund, the General Partner or the General Partner's directors or officers. All or a substantial portion of the assets of the Fund, the General Partner and the General Partner's directors and officers may be located
outside of Canada, and as a result, it may not be possible to satisfy a judgment against the Fund or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Fund or such persons outside
of Canada.
STATUTORY RIGHTS OF ACTION FOR DAMAGES OR RESCISSION
Securities legislation in certain of the provinces of Canada provides purchasers of securities in such jurisdictions with, in addition to any other rights they may have at law, rights of rescission or to damages, or both, when
an offering memorandum that is delivered to such purchasers describing, among other things, the details of the securities to be offered contains a misrepresentation. These rights and remedies must be exercised within
prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective Canadian purchasers should refer to the applicable provisions of the securities legislation of their
respective provinces for the particulars of these rights or consult with a legal adviser.
The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers under the securities legislation of Ontario, Nova Scotia, New Brunswick and Saskatchewan. The rights of
action described below are available only with respect to the final version of this Memorandum, and the references to this "Memorandum" means the final version of the Memorandum, including, without limitation, all
supplements and addendum thereto.
Ontario
In Ontario, every Ontario purchaser of the Interests pursuant to this Memorandum (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45 106), (b) the Business Development
Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that
subsidiary) shall have a statutory right of action for damages and/or rescission against the Fund if this Memorandum or any amendment hereto contains a misrepresentation. If a purchaser elects to exercise the right of
action for rescission, such purchaser will have no right of action for damages against the Fund. This right of action for rescission or damages is in addition to and without derogation from any other right such purchaser
may have at law. In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this Memorandum contains a misrepresentation, a purchaser who purchases the Interests during the period of distribution shall
be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against the Fund,
provided that:
(a) the Fund will not be liable if it proves that the purchaser purchased the Interests with knowledge of the misrepresentation;
(b) in an action for damages, the Fund is NOT liable for all or any portion of the damages that the Fund proves does not represent the depreciation in value of the Interests as a result of the misrepresentation relied upon; and
(c) in no case shall the amount recoverable exceed the price at which the Interests were offered.
Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than:
(a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or
(b) in the case of any action, other than an action for rescission, the earlier of:
(i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action; and
(ii) three years after the date of the transaction that gave rise to the cause of action.
These rights are in addition to and not in derogation from any other right an Ontario purchaser of the Interests may have.
Confidential - Not for Publication or Distribution
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