Presentation to Vermont Pension Investment Committee  slide image

Presentation to Vermont Pension Investment Committee

Country Specific Disclaimers NOTICE TO INVESTORS IN CHILE This Memorandum, and the Interests to which it relates, may not be advertised, marketed, distributed or otherwise made available to the public in Chile. In connection with the offering of the Interests, no prospectus has been registered with or approved by the Securities Superintendence of Chile or any other regulatory body in Chile. Interests are being offered on a limited private basis, and do not constitute marketing, offering or sales to the public in Chile. Therefore, this Memorandum is strictly private and confidential and may neither be reproduced, used for any other purpose, nor provided to any other person than the intended recipient hereof. NOTICE TO INVESTORS IN COLOMBIA Neither this Memorandum nor the Interests have been reviewed or approved by the Financial Superintendency of Colombia (the "FSC") or any other governmental authority in Colombia, nor has the Fund or any related person or entity received authorization or licensing from the FSC or any other governmental authority in the Colombia to market or sell the Interests within Colombia. No public offering of the Interests is being made in Colombia or to Colombian residents. By receiving this Memorandum, the recipient acknowledges that it contacted the General Partner at its own initiative and not as a result of any promotion or publicity by the General Partner, the Fund or any of their respective agents or representatives. This Memorandum is strictly private and confidential and may not be reproduced, used for any other purpose or provided to any person other than the intended recipient. NOTICE TO INVESTORS IN DENMARK The Fund (and any of its parallel or feeder fund structures, if any) is an alternative investment fund and the General Partner is an alternative investment fund manager ("AIFM") for purposes of the Alternative Investment Fund Managers Directive ("AIFMD"). As such the Fund may not be marketed, and this Memorandum may not be sent, to investors in Denmark, unless (i) the Fund has been approved for marketing in Denmark by the Danish Financial Supervisory Authority pursuant to art. 42 of the AIFMD, in which case Interests may be marketed to professional investors within the meaning of the Danish AIFM Act only or (ii) such marketing was initiated by the investors. This Memorandum must not be distributed to, or relied upon by, investors in Denmark in any other circumstances. NOTICE TO INVESTORS OF THE CAYMAN ISLANDS This Memorandum does not constitute and there will not be any offering of interest in the Fund to the public in the Cayman Islands. NOTICE TO INVESTORS IN EEA MEMBER STATES The EU Prospectus Directive (2003/71/EC), as implemented by the member states of the European Union, contains various exemptions from the prospectus requirements arising under the Prospectus Directive and under the securities laws of the European Union member states. To the extent such exemptions apply to the offering of Interests, the Fund reserves the right to offer the Interests in accordance with such exemptions, notwithstanding references herein to any other provision of the securities laws of any European Union member state. Following implementation of the EU Alternative Investment Fund Managers Directive (2011/61/EU) ("AIFMD"), the offering or placement of Interests to or with investors domiciled or with a registered office in an EEA Member State may be restricted or prohibited under national law in that EEA Member State, or may be permitted only if the General Partner complies with certain procedural and substantive obligations. The inclusion of an offering legend in respect of any EEA Member State does not imply that an offering or placement of Interests has been or will be made to or with investors domiciled or with a registered office in that EEA Member State; any such offering or placement will be made only where: (i) this is permitted under national law; and (ii) the General Partner elects to comply with all relevant procedural and substantive obligations relating to the offering or placement of Interests. AIFMD does not restrict an EEA-based investor from investing in the Fund on its own initiative. This Memorandum may be provided to an investor who is domiciled or has a registered office in an EEA jurisdiction in response to an own-initiative request, even where the Interests are not otherwise being offered or placed to or with investors based in that EEA Member State at the initiative or on behalf of the General Partner. NOTICE TO INVESTORS IN FINLAND In Finland, this Memorandum is being provided solely to and Interests are marketed only to Finnish professional clients (as defined in Directive 2004/39/EC and in the Finnish Investment Services Act (sijoituspalvelulaki 14.12.2012/747)). Marketing of the Interests to Finnish professional investors has been notified to the Finnish Financial Supervisory Authority ("FIN-FSA") in accordance with the Finnish Act on Alternative Investment Fund Managers (laki vaihtoehtorahastojen hoitajista, 7.3.2014/162, the "AIFML") and the FIN-FSA has subsequently approved the commencement of such marketing. Neither the Fund's investment manager nor the General Partner is authorized or registered in Finland in accordance with the AIFML The Fund is not a UCITS fund and therefore its marketing is not subject to the provisions of the Finnish Act on Mutual Funds (sijoitusrahastolaki, 29.1.1999/48, as amended, the "MFA"), and accordingly, prospective investors should acknowledge that this Memorandum is not a fund prospectus as meant in the MFA. Furthermore, even if Interests were to be construed as "securities” as defined in the Finnish Securities Markets Act (arvopaperimarkkinalaki, 14.12.2012/746, as amended, the "SMA"), based on the exemptions set forth in the SMA, the offering of Interests would be exempted from the prospectus requirements of the SMA (based on the marketing being restricted to a limited number of professional clients). Accordingly, prospective investors must acknowledge that this Memorandum is not a prospectus within the meaning set forth in the SMA. Prospective investors should also note that neither the Fund's investment manager nor the General Partner is an investment firm (sijoituspalveluyritys) within the meaning of the Finnish Investment Services Act (sijoituspalvelulaki 14.12.2012/747) and is not subject to the supervision of the FIN-FSA. Any prospective investors should acknowledge that they will not be treated as clients of placement agents (if any) engaged by the Fund's investment manager or the General Partner in connection with the placement of the Interests and such placement agents may not be under any duty to safeguard the interests of prospective investors. Furthermore, the Fund is not a property fund as meant in the Finnish Act on Property Funds (kiinteistörahastolaki, 19.12.1997/1173). This Memorandum has been prepared for private information purposes only and it may not be used for, and shall not be deemed, a public offering of Interests. This Memorandum is strictly for private use by its holder and may not be passed on to third parties or otherwise distributed publicly. ØARES Confidential - Not for Publication or Distribution 43
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