Presentation to Vermont Pension Investment Committee
Country Specific Disclaimers
Nova Scotia
In the event that this Memorandum, a record incorporated by reference in or deemed incorporated into this Memorandum, any amendment to this Memorandum or any advertising or sales literature (as defined in the
Securities Act (Nova Scotia)) contains a misrepresentation that was a misrepresentation at the time of a Nova Scotia purchaser's purchase, such purchaser of the Interests in Nova Scotia shall be deemed to have relied
upon the misrepresentation and will have a statutory right of action for damages against the Fund, and subject to additional defenses, against any directors of the Fund and persons who have signed this Memorandum.
Alternatively, such purchaser may elect to exercise a statutory right of rescission against the Fund, in which case such purchaser shall have no right of action for damages. These rights are in addition to and not in
derogation from any other rights such purchaser may have.
The right of action for damages or rescission is exercisable not later than 120 days after the date on which payment was made for the Interests (or after the date on which the initial payment for the Interests was made
where payments subsequent to the initial payment were made pursuant to a contractual commitment assumed prior to, or concurrently with, the initial payment), 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 any action for damages, the Fund will not be liable for all or any portion of those damages that it proves do not represent the depreciation in value of the Interests as a result of the misrepresentation; and
(c) in no case will the amount recoverable exceed the price at which the Interests were offered to the purchaser.
New Brunswick
In the event that any information relating to the offering which has been provided to purchasers of Interests in New Brunswick contains a misrepresentation, such a purchaser of the Interests in New Brunswick shall be
deemed to have relied upon the misrepresentation if it was a misrepresentation at the time of purchase and will have a statutory right of action against the Fund for damages or, alternatively, for rescission, provided that
no action shall be commenced to enforce a right of action more than:
(a) in the case of an 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) one year after the plaintiff first had knowledge of the facts giving rise to the cause of action; and
(ii)
six years after the date of the transaction that gave rise to the cause of action;
and also provided that:
(x) the Fund will not be liable if it proves that the purchaser purchased the Interests with knowledge of the misrepresentation;
(y) in any action for damages, the Fund will not be liable for all or any portion of those damages that it proves do not represent the depreciation in value of the Interests as a result of the misrepresentation; and
in no case will the amount recoverable under this paragraph exceed the price at which the Interests were sold to the purchaser.
(z)
These rights are in addition to and not in derogation from any other right the purchaser may have.
Saskatchewan
Section 138 of The Securities Act, 1988 (Saskatchewan), as amended (the "Saskatchewan Act"), provides that, where an offering memorandum, such as this Memorandum, or any amendment to it, is sent or delivered to a
purchaser and it contains a misrepresentation (as defined in the Saskatchewan Act), a purchaser who purchases a security covered by the offering memorandum or any amendment to it has, without regard to whether the
purchaser relied on the misrepresentation, a right of action for rescission against the issuer or a selling security holder on whose behalf the distribution is made or a right of action for damages against:
(a) the issuer or a selling security holder on whose behalf the distribution is made;
(b) every promoter and director of the issuer or the selling security holder, as the case may be, at the time the offering memorandum or any amendment to it was sent or delivered;
(c) every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them;
(d) every person who or company that, in addition to the persons or companies mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the offering memorandum; and
(e) every person who or company that sells securities on behalf of the issuer or selling security holder under the offering memorandum or amendment to the offering memorandum.
Confidential - Not for Publication or Distribution
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