Additional Important Non-U.S. Disclaimers
General
It is the responsibility of any persons wishing to subscribe for Interests described in this Presentation (“Interests”) to inform themselves of and to observe all applicable laws and regulations of any relevant jurisdictions. Prospective investors should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposal of interests, and any foreign exchange restrictions that may be relevant thereto.
To the extent any of the confidentiality provisions contained in some non-U.S. legends below impose greater confidentiality restrictions than those already imposed herein, such additional confidentiality provisions shall be interpreted to apply only to the extent that such provisions are reasonably necessary to comply with the securities laws of the applicable jurisdiction. In the event that the non-U.S. legend below applicable to a non-U.S. resident investor or prospective investor does not contain any specific confidentiality provision, such investor or prospective investor may not reproduce or distribute this Presentation, in whole or in part, or disclose its contents, where such disclosure would violate the securities laws of the applicable jurisdiction.
European Economic Area
Nothing in this Presentation should be construed as an offer or solicitation or as marketing of any AIF in the EEA save in circumstances where such AIF is permitted to be marketed in accordance with the AIFMD and the laws, regulations or delegated acts implementing the AIFMD in any EEA member state. As such, the Partnership may not be marketed to, and this Presentation may not be sent to, investors domiciled or with a registered office in any EEA member state unless: (a) the applicable AIF has been notified to the competent authority of the relevant EEA member state by its alternative investment fund manager pursuant to Article 42 of the AIFMD (as applicable) in which case such AIF may be marketed to professional investors in that EEA member state; (b) the applicable AIF may be marketed under any other private placement regime or other exemption in the relevant EEA member state; or (c) such dialogue with an investor was responsive to an unsolicited specific request from the investor. This Presentation must not be distributed to, or relied upon by, investors in the EEA in any other circumstances. Any EEA Investor that wishes to subscribe for Interests in accordance with the above must be: (1) a “professional investor” within the meaning of Article 4(ag) of the AIFMD; and (2) where applicable, meet any additional eligibility criteria in order for them to invest in a vehicle such as the Partnership under the laws of their respective jurisdiction.
Argentina
The Interests will not be publicly offered in Argentina. Therefore, this Presentation has not been, and will not be, registered with the Comisión Nacional de Valores. This offer does not constitute a public offering of Interests within the scope of the Argentine Securities Law No. 17.811. This Presentation and other offering materials relating to the offer of the Interests are being supplied only to those investors who have expressly requested it. They are strictly confidential and may not be distributed to any person or entity other than the recipients hereof.
Australia
The provision of this Presentation to any person does not constitute an offer of Interests to that person or an invitation to that person to apply for Interests. The Interests are only being offered in circumstances under which no disclosure is required under the Corporations Act 2001 (CTH) (the “Corporations Act”). Any offer of the Interests does not purport to be an offer of the Interests in circumstances under which disclosure is required under the Corporations Act and will only be made to persons who qualify as a “wholesale client,” a “sophisticated investor” or a “professional investor” (in each case, as defined in the Corporations Act).
In addition to the restrictions under the constituent documents of the Partnership entities, each investor must not have any intention of selling, disposing or otherwise dealing with their interest, within 12 months after acquiring the interest, in a manner or in circumstances that would result in anyone other than a Wholesale Client (as defined in the Corporations Act) having an interest or that would require a Disclosure Document (as defined in the Corporations Act) to be prepared under the Corporations Act or a product Disclosure Statement (as defined in the Corporations Act) to be prepared or lodged under the Corporations Act.
The General Partner does not hold an Australian financial services license and is not licensed to provide financial product advice in relation to the Interests. The General Partner is regulated by the SEC under U.S. laws, which differ from Australian Laws. No cooling off rights apply in relation to the Interests. This Presentation will not be lodged with the Australian Securities and Investments Commission.
Austria
Interests in the Fund have not been registered at or otherwise authorised by the Austrian Financial Market Authority for the offering or distribution in the Republic of Austria. Interests in the Fund may not be marketed and distributed to investors domiciled in the Republic of Austria, unless the distribution has occurred at the initiative of the investor or on his behalf. This Presentation, any other document relating to interests in the Fund and the information contained therein, can only be used in connection with an offer or distribution of interests in the Fund if the offer or distribution has occurred at the initiative of the investor or on his behalf. Any investor intending to offer and resell interests in the Fund in Austria is solely responsible that any such offer and resale takes place in compliance with the provisions of the applicable securities regulation.
Bahamas
This Presentation in connection with the offer of Interests has not been filed with the Securities Commission of The Bahamas because the Partnership is a non-Bahamas based investment fund for the purposes of the Investment Funds Act, 2003 and is therefore exempted from the prospectus filing requirements of the Securities Industry Act, 2011. This Presentation is not, and under no circumstances is to be construed as, an advertisement or a public offering or a solicitation of an offer to buy the Interests described therein in the Bahamas. Neither the Securities Commission nor any similar authority in the Bahamas has reviewed or in any way passed upon this Presentation or the merits of the Interests described herein, and any representation to the contrary is an offence. Interests may not be offered or sold, transferred to, registered in favor of, beneficially owned by or otherwise disposed of in any manner to persons (legal or natural) deemed by the Central Bank of the Bahamas as resident for exchange control purposes, unless such persons deemed as resident obtain the prior approval of the Central Bank of the Bahamas. This Presentation is not, and under no circumstances is it to be construed as, an advertisement to or a solicitation of an offer to buy the Interests described therein to such non-resident persons.
Bahrain
This offer is a private placement. It is not subject to the regulations of the central bank of Bahrain that apply to public offerings of securities, and the extensive disclosure requirements and other protections that these regulations contain. This Presentation is therefore intended only for “accredited investors” as defined in the glossary to this Presentation.
The financial instruments offered by way of private placement may only be offered in minimum subscriptions of $100,000 (or equivalent in other currencies). The Central Bank of Bahrain assumes no responsibility for the accuracy and completeness of the statements and information contained in this Presentation and expressly disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents of this Presentation.
Barbados
This Presentation in connection with the offer of Interests has not been filed with the Barbados Financial Services Commission (the “BFSC”) or the Corporate Affairs and Intellectual Property Office of Barbados. The Partnership is not registered with the BFSC as a reporting issuer pursuant to the Securities Act Cap. 318A of the laws of Barbados (the “Barbados Securities Act”) nor are the Interests registered with the BFSC under the Barbados Securities Act.
The information contained in this Presentation is not intended to be, and shall not constitute, an offer to sell securities to the public in Barbados nor the solicitation of any offer by the public to buy any security. Neither the BFSC nor any similar authority in Barbados has reviewed the Presentation. The BFSC has not given any warranty as to the accuracy or adequacy of the Presentation or any other documents related to the issue of the Interests and takes no responsibility as to the validity of the veracity of the contents of the Presentation. The BFSC has not in any way evaluated the merits of the Interests hereunder and any representation to the contrary is an offence. Please consult with an independent advisor before making an investment decision. The Exchange Control Act, Cap. 71 of the laws of Barbados generally restricts the ability of a resident in Barbados to purchase or transfer securities issued or registered outside Barbados. The prior permission of the Exchange Control Authority of the Central Bank of Barbados is required for a Barbados resident to purchase or transfer a security not registered in Barbados outside of Barbados.
Belgium
This offering is to be exclusively conducted under applicable private placement exceptions and therefore has not been and will not be notified to, and any other offering material relating to the offering has not been, and will not be approved by the Belgian Financial Services and Markets Authority pursuant to the Belgian laws and regulations applicable to the public offering of securities. Accordingly, this Presentation and any other documents or materials related to the offer or sale, or invitation for subscription or purchase, of Interests in the Fund, may not be advertised, offered or distributed in any other way, directly or indirectly, to (i) any person located and/or resident in Belgium other than a professional client within the meaning of the Royal Decree of 19 December 2017 laying down detailed rules on the implementation of the directive on markets in financial instruments or (ii) any person qualifying as a consumer for the purposes of Book VI of the Belgian Code of economic law unless this is in compliance with the relevant provisions of such code and the implementing regulation.
Bermuda
The Interests being offered hereby are being offered on a private basis to investors who satisfy the criteria outlined in this Presentation. This Presentation is not subject to, and has not received approval from either the Bermuda Monetary Authority or the Registrar of Companies and no statement to the contrary, explicit or implicit, is authorised to be made in this regard, nor any offering material or information contained herein relating to the Interests, may be supplied to the public in Bermuda or used in connection with any offer for the subscription or sale of Interests to the public in Bermuda. Bermuda investors may be subject to foreign exchange control approval and filing requirements under the relevant Bermuda foreign exchange regulations, as well as offshore investment approval requirements.
Brazil
Contents of this Presentation are provided for general information purposes and do not constitute an offer to sell or a solicitation of an offer to buy Interests in Brazil. The offering of the Interests has not been submitted to the Brazilian securities commission (“CVM”) for approval and, therefore, the contents of this Presentation have not been approved or disapproved by the CVM. Information contained herein may not be supplied to the public as a public offering in Brazil or be used in connection with any offer for subscription or sale to the public in Brazil. All information contained herein is confidential and is for the exclusive use and review of the intended addressee of the supplement, and may not be passed on to any third party. The General Partner does not intend to provide financial, investment, tax, legal, or accounting advice. Investors considering the purchase or sale of any Interest should consult with their own independent professional advisors.
British Virgin Islands
The Interests may not be offered in the British Virgin Islands unless the Partnership or the person offering the Interests on its behalf is licensed to carry on business in the British Virgin Islands. The Partnership is not licensed to carry on business in the British Virgin Islands. The Interests may be offered to British Virgin Islands business companies (from outside the British Virgin Islands) without restriction. A British Virgin Islands business company is a company formed under or otherwise governed by the BVI Business Companies Act, 2004 (British Virgin Islands).
Brunei
This Presentation does not, and is not intended to constitute an invitation, offer, sale or delivery of the Interests in Brunei Darussalam. This Presentation is not intended to be a prospectus. It is for information purposes only. This Presentation may not be distributed or redistributed to and may not be relied upon or used by any person in Brunei Darussalam. Any offers, acceptances, subscription, sales and allotments of the Interests shall be made outside Brunei Darussalam. This Presentation, the Partnership and the Interests have not been registered with, delivered to, licensed or permitted by the Autoriti Monetari Brunei Darussalam; nor has it been registered with the Registrar of Companies or the Brunei Darussalam Ministry of Finance.
Canada
This Presentation constitutes an offering of Interests only in those Canadian jurisdictions and to those persons where and to whom they may be lawfully offered for sale, and therein only by persons permitted to sell the Interests. This Presentation is not, and under no circumstances is to be construed as, an advertisement or a public offering of Interests. No securities commission or similar authority in Canada has reviewed or in any way passed upon this Presentation or the merits of the Interests and any representation to the contrary is an offence under applicable securities laws.
The Interests are being offered on a private placement basis in reliance upon an exemption from the prospectus requirements and in compliance with the registration requirements under applicable securities legislation in each of the provinces of Canada. Resale of the Interests offered hereby will be subject to restrictions under applicable securities legislation, which will vary depending upon the relevant jurisdiction. Generally, the Interests may be resold only pursuant to an exemption from the prospectus requirements and in compliance with registration requirements of applicable securities legislation, pursuant to an exemption order granted by appropriate securities regulatory authorities or after the expiry of a hold period following the date on which the Partnership becomes a reporting issuer under applicable securities legislation. It is not anticipated that the Partnership will become a reporting issuer. In addition, Limited Partners reselling the Interests may have reporting and other obligations. Accordingly, Investors are advised to seek legal advice with respect to such restrictions and obligations. Resale of Interests is also restricted under the terms of the Partnership Agreement. Accordingly, each prospective investor must be prepared to bear the economic risk of the investment for an indefinite period. The Partnership and the General Partner are not in any manner responsible for ensuring compliance by purchasers with any resale restrictions.
Each purchaser of Interests will be required to deliver to the Partnership a subscription agreement in which such purchaser will represent to the General Partner and the Partnership that such purchaser is entitled under applicable provincial securities laws to purchase such Interests without the benefit of a prospectus qualified under such securities laws.
Enforcement of Legal Rights
Some or all of the Partnership’s, the General Partner’s and their respective affiliates, directors and officers may be 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 Partnership, the General Partner or such other persons. All or a substantial portion of the assets of the Partnership, the General Partner and such other persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the Partnership, the General Partner or such other persons in Canada or to enforce a judgment obtained in Canadian courts against the Partnership, the General Partner or such other persons outside of Canada.
Contractual and Statutory Rights of Action for Damages or Rescission
Securities legislation in certain of the provinces of Canada provides purchasers with a statutory right of action for damages or rescission in cases where an offering Presentation or any amendment thereto and, in some cases, advertising and sales literature used in connection therewith, contains an untrue statement of a material fact or omits to state a material fact that is required to be stated or that is necessary to make any statement contained therein not misleading in light of the circumstances in which it was made (a “misrepresentation”). These rights, or notice with respect thereto, must be exercised or delivered, as the case may be, by purchasers within the time limits prescribed and are subject to the defenses and limitations contained under the applicable securities legislation. Purchasers of Interests resident in provinces of Canada that do not provide for such statutory rights will be granted a contractual right similar to the statutory right of action and rescission described below for purchasers resident in Ontario and such right will form part of the subscription agreement to be entered into between each such purchaser, the General Partner and the Partnership in connection with this offering.
The following summaries are subject to the express provisions of the securities legislation applicable in each of the provinces of Canada and the regulations, rules and policy statements thereunder. Purchasers should refer to the securities legislation applicable in their province along with the regulations, rules and policy statements thereunder for the complete text of these provisions or should consult their own counsel.
The contractual and statutory rights of action described in this Presentation are in addition to and without derogation from any other right or remedy that purchasers may have at law and are intended to correspond to the provisions of the relevant securities legislation and are subject to the defenses contained therein.
Rights for Purchasers in Ontario
Securities legislation in Ontario provides an Ontario purchaser (other than (a) a “Canadian financial institution” or a “Schedule III bank” (each as defined in National Instrument 45-106 – Prospectus and Registration Exemptions (“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) with a statutory right of action for damages or rescission against an issuer and any selling security holder where the related offering Presentation contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation.
However, the foregoing rights are subject to the following:
- The Partnership will not be liable if it proves that the purchaser purchased the Interests with knowledge of the misrepresentation;
- In the case of an action for damages, the Partnership will not be liable for all or any portion of the damages that the Partnership proves do not represent the depreciation in value of the Interests as a result of the misrepresentation relied upon;
- If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against the Partnership;
- In no case will the amount recoverable in an action exceed the price at which the Interests were offered;
- No action may be commenced to enforce a right of rescission more than 180 days after the date of the transaction that gave rise to the cause of action; and
- No action may be commenced to enforce a right for damages more than the earlier of (i) 180 days after the purchaser first had knowledge of the facts 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.
Rights for Purchasers in Alberta, British Columbia and Québec
Purchasers of Interests resident in Alberta, British Columbia and Québec do not have a statutory right of action for damages or rescission and therefore will be entitled, pursuant to the subscription agreement to be entered into between such purchaser, the Partnership and the General Partner in connection with this offering, to a contractual right of action for damages or rescission that is equivalent to the statutory right of action for damages or recession available to purchasers resident in Ontario and referred to under “Rights for Purchasers in Ontario” above (including insofar as such right may be subject to defenses and limitations available under the Securities Act (Ontario)).
Cayman Islands
This Presentation does not constitute an offering, and there will not be any offering of the Interests to the public in the Cayman Islands. No offer or invitation to subscribe for Interests may be made to the public in the Cayman Islands, unless and until the Interests are listed on the Cayman Islands Stock Exchange. Neither the Cayman Islands Monetary Authority nor any other governmental authority in the Cayman Islands has passed upon or approved the terms or merits of this Presentation or the Interests.
Chile
Neither the Partnership nor the Interests will be registered in the Registro de Valores Extranjeros (Foreign Securities Registry) maintained by the Superintendencia de Valores y Seguros de Chile (Chilean Securities and Insurance Commission or “SVS”) and will not be subject to the supervision of the SVS. If such Interests are offered within Chile, they will be offered and sold only pursuant to General Rule 336 of the SVS (an exemption to the registration requirements in the Foreign Securities Registry), or in circumstances which do not constitute a public offering of securities in Chile within the meaning of Article 4 of the Chilean Securities Market Law, Law No. 18,045. The commencement date of this offering is the one contained in the cover pages of this Presentation. The Partnership has no obligation to make public disclosures in Chile, including with respect to the Interests offered. These Interests shall not be subject to public offering in Chile unless registered in the Foreign Securities Registry.
La Sociedad y los Valores no serán registrados en el Registro de Valores Extranjeros de la Superintendencia de Valores y Seguros de Chile o “SVS” y no están sujetos a la fiscalización de la SVS. Si dichos valores son ofrecidos dentro de Chile, serán ofrecidos y colocados sólo de acuerdo a lo establecido en la Norma de Carácter General 336 de la SVS (una excepción a la obligación de inscripción en el Registro de Valores Extranjeros), o en circunstancias que no constituyan una oferta pública de valores en Chile según lo definido por el Artículo 4 de la Ley 18.045 de Mercado de Valores de Chile. La fecha de inicio de la presente oferta es la indicada en la portada de este Prospecto. La Sociedad no está obligada a entregar información pública en Chile, incluyendo en relación a los Valores. Los Valores no podrán ser objeto de oferta pública mientras no sean inscritos en el Registro de Valores Extranjeros de la SVS.
China
This Presentation, which has not been submitted to the Chinese Securities and Regulatory Commission, does not constitute a public offering of, or a solicitation of an offer to buy, Interests whether by way of sale or subscription in the People’s Republic of China (excluding Hong Kong, Macau and Taiwan)
The Interests may only be marketed, offered or sold to Chinese institutions which are authorised to engage in foreign exchange business and offshore investment from outside China. Chinese investors may be subject to foreign exchange control approval and filing requirements under the relevant Chinese foreign exchange regulations, as well as offshore investment approval requirements.
This Presentation is delivered only to the recipient solely for the purpose of evaluating a possible investment in the Partnership (subject to all requisite approvals, registrations or filings being obtained or completed by the recipient) and may not be used, copied, reproduced or distributed, in whole or in part, to any other person (other than professional advisers of such recipient). Subscriptions will not be accepted from any person other than the person to whom this Presentation has been delivered.
Colombia
This Presentation is for the sole and exclusive use of the addressee as a determined individual/entity, and cannot be understood as addressed or be used by any third party, including any of its shareholders, administrators or by any of the employees of the addressee.
This Presentation has not been and will not be filed with or approved by the Colombian Financial Superintendency or any other regulatory authority in Colombia.
The issuance of the Interests, its trading and payment shall occur outside Colombia, therefore the Interests have not been and will not be registered before the National Securities and Issuers Registry, nor with the Bolsa de Valores de Colombia. The delivery of this confidential Presentation does not constitute and may not be used for, or in connection with, a public offering as defined under Colombian law and shall be valid in Colombia only to the extent permitted by Colombian law. This Presentation 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. The Interests may only be exchanged inside the territory of the Republic of Colombia to the extent permitted by Colombian law.
The addressee acknowledges the Colombian laws and regulations (specifically foreign exchange and tax regulations) applicable to any transaction or investment made in connection with this Presentation and represents that it is the sole responsible party for full compliance therewith. Colombian investors shall be the sole responsible party for compliance therewith. Additionally, Colombian investors are solely liable for conducting an investment suitability analysis as per their applicable investment regime.
Cyprus
No public offering of interests in the Fund is being made to investors resident in Cyprus. Interests in the Fund are being offered only to a limited number of professional investors capable of understanding the risks of their investment. This supplement may be made available and the interests of the fund may be marketed to professional investors (as defined in the Investment Services and Activities and Regulated Markets Law L.87(I)/2017) in Cyprus only if the conditions stated in section 66 of the Cyprus Alternative Investment Fund Managers Law of 2013 (as amended) have been met and the notification procedure in accordance with paragraph 7 of CySEC’s Directive DI131/56/02 has been made.
Czech Republic
No public offer is being made and no one has taken any action that would, or is intended to, permit a public offering of interests in the Fund to be made in the Czech Republic. Subject to exemptions that may be available under applicable law, interests in the Fund may not be offered or sold, directly or indirectly, and neither this Presentation nor any other offering material or advertisement in connection with interests in the Fund may be distributed or published in or from the Czech Republic. This Presentation will not be submitted for approval to the Czech National Bank and the Czech National Bank has not otherwise approved or authorised the offering of interests in the Fund to investors resident in the Czech Republic.
Denmark
This Presentation has not been and will not be filed with or approved by the Danish Financial Supervisory Authority or any other regulatory authority in Denmark, and Interests in the Fund have not been and are not intended to be listed on the Danish regulated market. Consequently, this Presentation may not be made available, and Interests in the Fund may not be marketed or offered for sale directly or indirectly, to any natural or legal person in Denmark except as permitted under applicable rules, including but not limited to consolidated Act No. 2015 of 1 November 2021 on Managers of Alternative Investment Funds etc. (as amended from time to time) (the “Danish AIFM Act”) implementing the AIFMD into Danish law, and any Executive Orders issued pursuant thereto. As such, the Fund may not be marketed, and this Presentation 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 Article 42 of the AIFMD, in which case interests in the Fund 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 Presentation must not be distributed to, or relied upon by, investors in Denmark in any other circumstances.
Dubai International Financial Center
This Presentation relates to a partnership which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”). This Presentation is intended for distribution only to persons meeting the criteria of a “professional client” in accordance with the DFSA’s rules and must not, therefore, be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any Presentation or other documents in connection with this offering. Accordingly, the DFSA has not approved this Presentation or any other associated documents nor taken any steps to verify the information set out in this Presentation, and has no responsibility for it. The Interests to which this Presentation relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence on the Interests. If you do not understand the contents of this Presentation you should consult an authorised financial advisor.
Egypt
The Interests discussed in the enclosed materials are not being offered or sold publicly in Egypt and they have not been and will not be registered with the Egyptian Capital Market Authority and may not be offered or sold to the public in Egypt. No offer, sale or delivery of such Interests, or distribution of any prospectus relating thereto, may be made in or from Egypt except in compliance with the applicable Egypt laws and regulations.
Finland
In Finland, this Presentation may be provided solely to, and Interests may be marketed only to Finnish professional investors (as defined in Directive 2014/65/EU and in the Finnish Act on Alternative Investment Fund Managers (laki vaihtoehtorahastojen hoitajista, 7.3.2014/162, as amended, “AIFML”)). Marketing of the interests in the Fund to Finnish professional investors has been notified to the Finnish Financial Supervisory Authority (“FIN-FSA”) in accordance with Chapter 20, Section 3 of the AIFML and the FIN-FSA has subsequently approved the commencement of such marketing.
Neither the AIFM nor the General Partner are authorised 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, 22.2.2019/213, as amended, the “MFA”), and accordingly, prospective investors should acknowledge that this Presentation is not a fund prospectus as meant in the MFA. Furthermore, even if interests in the Fund 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 in the Fund 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 Presentation is not a prospectus within the meaning set forth in the SMA.
Prospective investors should also note that neither the Investment Manager nor the General Partner are investment firms (sijoituspalveluyritys) within the meaning of the Finnish Investment Services Act (sijoituspalvelulaki, 14.12.2012/747, as amended) and are 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 Investment Manager or the General Partner in connection with the placement of interests in the Fund 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, as amended). This Presentation 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 in the Fund. This Presentation is strictly for private use by its holder and may not be passed on to third parties or otherwise distributed publicly. This Presentation or any accompanying supplement has not been approved by the FIN FSA.
France
This Presentation (including any amendment, supplement or replacement thereto) is not being distributed in the context of a public offering in France within the meaning of Article L. 411-1 of the French Monetary and Financial Code (Code monétaire et financier). This Presentation has not been and will not be submitted to the French Autorité des marchés financiers (“AMF”) for approval in France and accordingly may not and will not be distributed to the public in France.
Pursuant to Article 211-3 of the AMF General Regulation, French residents are hereby informed that:
- the transaction does not require a prospectus to be submitted for approval to the AMF;
- persons or entities referred to in Point 2, Section II of Article L. 411-2 of the Monetary and Financial Code may take part in the transaction solely for their own account, as provided in Articles D. 411-1, D.411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the Monetary and Financial Code; and
- the financial instruments thus acquired cannot be distributed directly or indirectly to the public otherwise than in accordance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the Monetary and Financial Code.
This Presentation is not to be further distributed or reproduced (in whole or in part) in France by the recipients of this Presentation. This Presentation has been distributed on the understanding that such recipients will only participate in the issue or sale of Interests for their own account and undertake not to transfer, directly or indirectly, Interests to the public in France, other than in compliance with all applicable laws and regulations and in particular with Articles L. 411-1 and L. 411-2 of the French Monetary and Financial Code.
Germany
The content of the Presentation has not been verified by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). The interests in the Fund may only be marketed or acquired within Germany in accordance with the German Capital Investment Act (Kapitalanlagegesetzbuch, “KAGB”) and any laws and regulations applicable in Germany governing the issue, offering, marketing and sale of the interests.
The interests in Fund may be marketed in Germany only to “professional investors” as defined in KAGB and the Directive 2011/65/EU on Alternative Investment Fund Managers.
The interests in the Fund may not be marketed in Germany to “semi-professional investors” and “private investors” as defined in the KAGB.
To the extent the Presentation provides information on Parallel Vehicles not registered for marketing under Article 42 and on other investment vehicles and partnerships other than the Fund, the information is for investor disclosure purposes only. The interests in Parallel Vehicles not registered for marketing under Article 42 and any of these other vehicles and partnerships may not be marketed in Germany within the meaning of § 293 para. 1 KAGB.
Each potential investor is advised to consider possible tax consequences and to consult his own tax counsel.
Greece
Neither the Partnership nor this Presentation has been, or is intended to be, registered with and approved by the Greek Capital Market Committee. The Interests are therefore not eligible for advertising, placement or public circulation in Greece. The information provided in this Presentation is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer Interests in Greece to or for the benefit of any Greek person or entity. This Presentation is not to be distributed or reproduced, in whole or in part, in Greece by the recipients of this Presentation. This Presentation has been distributed on the understanding that its recipients will only participate in the issue of the Interests outside of Greece on their own account and undertake not to transfer, directly or indirectly, the Interests to the public in Greece.
Guernsey
This Presentation has not been approved or authorised by the Guernsey Financial Services Commission for circulation in the Bailiwick of Guernsey. Accordingly, this Presentation may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than to those persons regulated by the Protection of Investors (Bailiwick of Guernsey) Law, 2020 (as amended) (the “POI Law”) or to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 2020 (as amended), the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2020 (as amended), the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 (as amended) or the Insurance Business (Bailiwick of Guernsey) law 2002 (as amended).
Hong Kong
This Presentation has not been approved by the Securities and Futures Commission in Hong Kong. Accordingly, (a) the Interests may not be offered or sold in Hong Kong by means of this Presentation or any other document other than to “professional investors” as defined in the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong) or in other circumstances which do not constitute an offer to the public for the purposes of the Securities and Futures Ordinance; and (b) no person shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Interests which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Interests which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors.
This Presentation is delivered only to the intended recipient thereof solely for the purpose of evaluating a possible investment in the Partnership, and may not be used, copied, reproduced or distributed, in whole or in part, to any other person (other than professional advisors of such recipient). Subscriptions will not be accepted from any person other than the person to whom this Presentation has been delivered.
India
Interests offered hereby have not been registered with any governmental or regulatory authority in India, including the Securities and Exchange Board of India. This Presentation does not constitute an offer to sell or an offer to buy Interests from any person other than the person to whom this Presentation has been sent by the Partnership or its authorised agent. This Presentation is not and should not be construed as a prospectus. The Interests in the Partnership are not being offered to the public for sale or subscription but are being privately placed with a limited number of sophisticated investors. Prospective investors must seek legal advice as to whether they are entitled to subscribe for the Interests of the Partnership and must comply with all relevant Indian laws in this respect.
The information contained in this Presentation is believed by Bridge to be accurate in all material respects as of the date hereof. Bridge does not undertake to update this Presentation to reflect subsequent events. This Presentation has been prepared to provide general information on Bridge to potential investors evaluating the proposal to subscribe for the Interests covered by this Presentation and it does not purport to contain all the information that any such potential investor may require. Potential investors should conduct their own due diligence, investigation, and analysis of Bridge and the Partnership.
Although the information contained in this Presentation has been obtained from sources that are reliable to the best of Bridge’s knowledge and belief, Bridge makes no representation as to the accuracy or completeness of any information contained herein or otherwise provided by Bridge. Neither Bridge nor any officer or employee of Bridge accept any liability whatsoever for any direct or consequential loss arising from any use of this Presentation or its contents.
Indonesia
This Presentation may not be distributed in the Republic of Indonesia and the Interests may not, directly or indirectly, be offered or sold in the Republic of Indonesia or to Indonesian citizens wherever they are domiciled, or to Indonesian entities or residents in a manner which constitutes a public offering of the Interests under the laws of the Republic of Indonesia.
Ireland
The Interests are being marketed to professional investors in Ireland, as defined in the European Union (Alternative Investment Fund Managers) Regulations 2013 (the “Irish AIFMD Regulations”) (each a “Professional Investor”). In no circumstance shall any interests in the Fund be marketed to any person in Ireland other than a Professional Investor. In particular, no interests in the Fund are being marketed to retail investors in Ireland, as defined in the Irish AIFMD Regulations.
None of (i) the interests in the Fund, or (ii) any investment therein has been authorised by the Central Bank of Ireland.
This Presentation and the information contained herein are private and confidential and are for the use solely of the person to whom this Presentation is addressed (whose name is endorsed on the front page hereof). If a prospective investor is not interested in making an investment in the Fund, this Presentation should be promptly returned. This Presentation does not, and shall not be deemed to, constitute an invitation to the public in Ireland to purchase interests in the Fund.
No person receiving a copy of this Presentation may treat it as constituting an invitation to it to purchase interests in the Fund or a solicitation to anyone other than the addressee. No Irish investor shall knowingly sell any interests in the Fund to any other Irish investor.
By your acceptance and use of this Presentation you (a) accept and agree to the foregoing; (b) represent that you are qualified to receive this Presentation; and (c) agree not to copy or circulate this Presentation or any information in them to any other person without the express consent of the Fund.
The offer for sale of interests in the Fund shall not be made by any person in Ireland otherwise than in conformity with the provisions of the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) and/or the Investment Intermediaries Act 1995 (as amended) and in accordance with any codes, guidance or requirements imposed by the Central Bank of Ireland thereunder.
No action has been taken or arrangement made with the Central Bank of Ireland (the competent authority in Ireland for the purpose of EU Prospectus Regulation (EU) 2017/1129 repealing Directive (2003/71/EC) (the “Prospectus Regulation”)) for the use of this Presentation as an approved prospectus (as defined in the Prospectus Regulation) in Ireland. Accordingly, this Presentation may not contain all the information required where a document is prepared pursuant to the Prospectus Regulation or the laws of the Republic of Ireland or of any EU Member State or EEA Treaty Adherent State that implement the Prospectus Regulation.
Israel
This Presentation has not been approved by the Israeli Securities Authority and will only be distributed to Israeli residents in a manner that will not constitute “an offer to the public” under Sections 15 and 15A of the Israel Securities Law, 5728-1968 (“The Securities Law”) or Section 25 of the Joint Investment Trusts Law, 5754-1994 (“The Joint Investment Trusts Law”), as applicable.
The Interests are being offered to a limited number of investors (35 investors or less during any given 12 month period) and/or those categories of investors listed in the first addendum (“The Addendum”) to The Securities Law, (“Institutional Investors”) namely joint investment funds or mutual trust funds, provident funds, insurance companies, banking corporations (purchasing Interests for themselves or for clients who are Institutional Investors), portfolio managers (purchasing Interests for, themselves or for clients who are Institutional Investors), investment counsellors (purchasing Interests for themselves), members of the Tel-Aviv Stock Exchange (purchasing Interests for themselves or for clients who are Institutional Investors), underwriters (purchasing Interests for themselves), venture capital funds engaging mainly in the capital market and wholly owned by Institutional Investors and corporations with a shareholders’ equity in excess of NIS 250 million, each as defined in the said addendum, as amended from time to time; in all cases under circumstances that will fall within the private placement or other exemptions of The Joint Investment Trusts Law, The Securities Law and any applicable guidelines, pronouncements or rulings issued from time to time by the Israeli Securities Authority.
This Presentation may not be reproduced or used for any other purpose, nor be furnished to any other person other than those to whom copies have been sent. Any offeree who purchases an Interest is purchasing such Interest for its own benefit and account and not with the aim or intention of distributing or offering such Interest to other parties (other than, in the case of an offeree which is an institutional investor by virtue of it being a banking corporation, portfolio manager or member of the Tel-Aviv Stock Exchange, as defined in The Addendum, where such offeree is purchasing an Interest for another party which is an institutional investor). Nothing in this Presentation should be considered counselling advice as defined in the regulation of Investment Counselling and Portfolio Management Law, 5755-1995. Investors are encouraged to seek competent investment counselling from a locally licensed investment counsel prior to making the investment. As a prerequisite to the receipt of a copy of this Presentation a recipient may be required by the Partnership to provide confirmation that it is an Institutional Investor purchasing Interests for its own account or, where applicable, for other Institutional Investors.
Italy
The Partnership is not a UCITS complying fund nor an alternative investment fund marketing its units in compliance with the AIFM Directive. This Presentation and the Partnership have not been nor will be filed with the Italian authorities for registration or authorisation; no other action has been or will be taken which would allow the offering of the Partnership’s Interests in Italy. Accordingly, the Partnership’s Interests can only be offered upon the express and unsolicited request of an investor who has directly contacted the Partnership on his/her/its own initiative. The recipient of this Presentation acknowledges the above and hereby agrees not to circulate this Presentation in Italy unless expressly permitted by, and in compliance with, applicable law.
Japan
No public offering of the Interests is being made to investors resident in Japan and no securities registration statement pursuant to Article 4, Paragraph 1, of the Financial Instruments and Exchange Act (the “FIEA”) has been made or will be made in respect to the offering of the Interests in Japan. The Interests may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan unless they are offered or sold pursuant to an exemption from the registration requirements of, and in compliance with, the FIEA and any applicable laws and regulations of Japan. Neither the Financial Services Agency of Japan nor the Kanto Local Finance Bureau has passed upon the accuracy or adequacy of this Presentation or otherwise approved or authorised the offering of the Interests in Japan or to investors resident in Japan.
Jersey
This Presentation relates to a private placement to subscribe for the Interests offered hereby in a Non-Jersey Domiciled Fund which is materially equivalent to a Jersey Expert Fund. Interests are only suitable for sophisticated investors who have the requisite knowledge and experience in financial and business matters to evaluate the merits and understand the risks of such an investment. The offer of Interests is personal to the person to whom this Presentation is being delivered by or on behalf of the Parallel Partnership, and a subscription for the Interests will only be accepted from such person.
The Jersey Financial Services Commission (the “Jersey Commission”) has granted consent, pursuant to Article 10(1)(c) of the Control of Borrowing (Jersey) Order 1958, as amended, to the circulation in Jersey of offers pursuant to this Presentation. The Jersey Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that law. No other regulatory approval has been sought to the offer in Jersey and it must be distinctly understood that the Jersey Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Parallel Partnership. This Presentation may not be reproduced or used for any other purpose.
Jordan
This Presentation has not been presented to, or approved by the Jordanian Securities Commission or the Board for Regulating Transactions in Foreign Exchanges. Sending this Presentation or establishing direct contact about it with potential investors in Jordan cannot be made unless and until proper registration, filing and licenses, or exemptions therefrom, required under the Jordanian Securities Law and the law regulating trading in foreign exchanges have been secured.
Korea
The Partnership makes no representation with respect to the eligibility of any recipients of this Presentation to acquire the Interests under the laws of Korea, including, without limitation, the Foreign Exchange Transaction Law and regulations thereunder. The Interests have not been registered with the Financial Services Commission of Korea (the “FSC”) in Korea under the Financial Investment Services and Capital Markets Act of Korea, and the Interests may not be offered, sold or delivered, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to applicable laws and regulations of Korea. Furthermore, the Interests may not be resold to Korean residents unless the purchaser of the Interests complies with all applicable regulatory requirements (including, without limitation, governmental approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of the Interests.
Kuwait
This Presentation is not for general circulation to the public in Kuwait. Interests have not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of Interests in Kuwait on the basis a private placement or public offering is, therefore, restricted in accordance with Decree Law No. 31 of 1990 and the implementing regulations thereto (as amended) and Law No. 7 of 2010 and the bylaws thereto (as amended). No private or public offering of Interests is being made in Kuwait, and no agreement relating to the sale of Interests will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market Interests in Kuwait.
Liechtenstein
The Interests have not been and will not be offered or sold, directly or indirectly, to the public in Liechtenstein. No public advertising or promotion was, is or may be carried out with respect to the Interests in Liechtenstein. This Presentation does neither constitute a public offering nor a complete or simplified prospectus as understood pursuant to the Liechtenstein Investment Undertakings Act. Thus, the Interests may now and in the future not be offered to the public or by means of public advertising or promotion in Liechtenstein. By accepting this Presentation, each Investor agrees irrevocably to the foregoing selling restrictions and conditions, concludes the subscription documents for the purchase of the Interests on their grounds and agrees to fulfill these conditions. In case of reselling the Interests to other persons in Liechtenstein, the Investor is obliged to transfer these obligations validly to any subsequent purchaser of such Interests.
Luxembourg
No public offering of Interests is being made to investors resident in Luxembourg. Interests are being offered only to a limited number of professional investors in the Grand Duchy of Luxembourg (“Luxembourg”) and not by way of a general solicitation. The Commission de Surveillance du Secteur Financier of Luxembourg (“CSSF”) has not passed upon the accuracy or adequacy of this Presentation or otherwise approved or authorised the offering of Interests to investors resident in Luxembourg. The CSSF has however been notified of the marketing of Interests to professional investors resident in Luxembourg in compliance with Article 45 of the law of July 12, 2013 on alternative investment funds managers and related CSSF guidance. 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.
Malaysia
This Presentation does not constitute an offer or an invitation to subscribe for the Interests as the prior recognition by the Malaysian Securities Commission pursuant to the Malaysian Capital Markets and Services Act 2007 has not and will not be obtained for the making available, offering for subscription or purchase or issuance of an invitation to subscribe for or purchase the Interests in Malaysia. Neither this Presentation nor any document or other material in connection therewith has been registered as a prospectus or deposited or registered with the Malaysian Securities Commission under the Capital Markets and Services Act 2007. Accordingly:
(a) this Presentation and any document or other material in connection therewith may not be distributed, circulated or made available directly or indirectly in Malaysia and the offeror shall not be liable in any manner whatsoever in the event this Presentation and any document or other material in connection therewith is distributed, circulated or made available in Malaysia; and
(b) the Interests may not be made available, offered for subscription or purchase directly or indirectly in Malaysia, and no invitation to subscribe for or purchase the Interests may be made directly or indirectly to any person in Malaysia.
If you are in doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor or other professional advisor immediately. It is your sole responsibility to satisfy yourself as to the full observance of the laws of Malaysia and to obtain all relevant government and regulatory approvals including but not limited to exchange control laws;
(c) nothing in this Presentation and any document or other material in connection therewith shall constitute in any manner whatsoever a proposal to make available, offer for subscription or purchase or to issue an invitation to subscribe for or purchase any Interests in Malaysia or a proposal to implement any of the foregoing in Malaysia; and
(d) the Interests are being offered to you outside Malaysia under a very limited and exclusive private placement.
Mexico
The Interests have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and may not be publicly offered in Mexico. This Presentation may not be publicly distributed in Mexico. The Interests may be offered as a private offering in terms of Article 8 of the Securities Market Law.
Netherlands
In the Netherlands, if and to the extent applicable, Interests will solely be offered, sold, transferred or assigned, as part of their initial distribution or at any time thereafter, to natural persons who or legal entities which are Qualified Investors (gekwalificeerde beleggers) as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht (the “FSA”)), as amended from time to time. Interests may not otherwise be offered, sold, transferred or delivered, directly or indirectly, in the Netherlands.
Where an offer is made exclusively to Qualified Investors within the meaning of Section 1:1 of the FSA, the General Partner is not under an obligation to publish a prospectus, which has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten (AFM)) or by a competent authority of another member state of the European Economic Area in accordance with the EU Prospectus Regulation (EU) 2017/1129 repealing Directive (2003/71/EC).
New Zealand
Where this Presentation is provided to persons in New Zealand, it has been prepared and provided solely for persons meeting the definition of “wholesale client” as defined in the Financial Advisers Act 2008. This Presentation does not provide personal financial product or investment advice. It does not take into account your particular investment objectives, financial situation or investment needs. You should assess whether the information contained in this Presentation is appropriate to your particular investment objectives, financial situation and investment needs. You should do this before making an investment decision. You can either make this assessment yourself or seek the assistance of any adviser.
Nicaragua
For purposes of the Nicaragua Capital Markets Law and rules issued by the Superintendencia de Bancos y de Otras Instituciones Financiera (the “Bank Superintendence”), the Partnership emphasizes that the Interests hereby offered do not constitute a public offer and, the offer includes Interests which are not registered with the Bank Superintendence. The information provided for this Presentation has not been reviewed by any public or private entity, in order to ensure that such information is complete, accurate and timely. The fundamental principle of this Presentation is that it consists of a private transaction amongst private parties.
Norway
The offering of Interests is subject to the offering rules of the Alternative Investment Fund Managers Act of 2014 (the “AIFMA”), implementing the AIFMD. The Fund has received the necessary authorisation for marketing in Norway, but is not under supervision by the Financial Supervisory Authority of Norway (Finanstilsynet). Each investor should carefully consider individual tax issues before investing in the Fund. The offer to participate in the subscription contained in this Presentation is only and exclusively directed to the addressees of this offer, which also must be a professional investor in accordance with the AIFMD. The interests in the Fund are not subject to the prospectus rules in the Securities Trading Act of 2007. Consequently, this Presentation has not been approved by or registered with the Oslo Stock Exchange, the Financial Supervisory Authority of Norway (Finanstilsynet) or the Norwegian Company Registry. This Presentation must not be copied or otherwise distributed by the recipient either directly or indirectly, to other persons or entities domiciled in Norway without the consent of the offeror.
Oman
The Interests in the Partnership, this Presentation or any offering material relating to the Interests in the Partnership may not be marketed or distributed to any person in Oman other than by an entity licensed to market non-Omani securities by the capital market authority and then only in accordance with any terms and conditions of such license.
Panama
The Interests, and the offer, sale, or transactions regarding the Interests, have not been registered with the Superintendency of the Securities Market of Panama. The exemption from registration is made based on numeral 3 of Article Decree Law 1 of July 8, 1999 (Institutional Investors). Consequently, the tax treatment established in Articles 269 to 271 of Decree Law 1 of July 8, 1999, is not applicable. These securities are not under the supervision of the Superintendency of the Securities Market of Panama.
Peru
This neither is an offer or an invitation to offer nor authorizes such sales or invitations in places where such offers or invitations are contrary to the corresponding applicable laws. The placement of Interests has been made through vehicles duly registered in the applicable jurisdictions. The prospects of each issue may be obtained in the jurisdictions where such Interests of the Partnership were registered, in accordance with the applicable legislation.
The Interests have limitations as to their transferability as detailed in this Presentation. They are being offered in Peru only to institutional investors as a private offer, according to Article 5 of the Peruvian Securities Market Law. The Interests have not been registered in the Securities Market Public Registry (Registro Público de Mercado de Valores) nor is the offering under supervision of the Superintendency of Securities Market (“Superintendencia del Mercado de Valores”). Accordingly, the Partnership Interests cannot be offered or sold in Peru, except if such offering is considered a private offering under the securities laws and regulations of Peru. The Peruvian Securities Market Law establishes, among other things, that any particular offer may qualify as private if it is directed exclusively to institutional investors who must rely on their own examination of the terms of the offering of the Partnership Interests to determine their ability to invest in them.
In order for Peruvian pension funds to invest in the Interests, all necessary registrations with the Superintendency of Banking, Insurance and Peruvian Private Pension Funds Administrators (Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones or “SBS”) will have to be made.
Other institutional investors, as defined by Peruvian legislation, must rely on their own examination of the Partnership and the terms of the offering of the Partnership Interests in order to determine their legal ability to invest in them. We strongly recommend that each investor seeks independent advice from local counsel in connection with the acquisition of the Partnership Interests.
Philippines
THE INTERESTS BEING OFFERED OR SOLD HEREIN HAVE NOT BEEN REGISTERED WITH THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION (“PSEC”) UNDER THE SECURITIES REGULATION CODE OF THE PHILIPPINES (“SRC” OR THE “CODE”). ANY FUTURE OFFER OR SALE OF THE INTERESTS IS SUBJECT TO THE REGISTRATION REQUIREMENTS UNDER THE CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION.
Furthermore, the PSEC has not approved or determined if this Presentation is accurate or complete. Any representation to the contrary is a criminal offense and should be reported immediately to the PSEC. The Interest will be offered to Qualified Institutional Buyers in the Philippines only pursuant to an exemption under Section 10.1(l) of the SRC. Accordingly, Interests may not be offered or sold or made the subject of a solicitation for subscription or purchase nor may this Presentation or any other document or material in connection with the offer or sale, or solicitation for subscription or purchase, of Interests circulated or distributed whether directly or indirectly to any person in the Republic of the Philippines except in a transaction exempt from the SRC’s registration requirements under Section 10 of the SRC.
Poland
This Presentation (including any amendment, supplement or replacement thereto) is not being distributed in the context of a public offering in Poland within the meaning of Article 3.1 Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies dated July 29, 2005 (the “Act of Public Offering”). Interests are being offered only to a limited number of investors in Poland pursuant to exemptions from the registration requirements of the Act of Public Offering. This Presentation has not been and will not be submitted to the Polish Financial Supervisory Authority (“Komisja Nadzoru Finansowego”) for approval in Poland and accordingly may not and will not be distributed to the public in Poland.
For the avoidance of doubt, please be also advised that this Presentation does not and will not constitute (i) an offering (in particular a public offering) of any securities, (ii) an invitation to negotiate the sale of securities, (iii) an invitation to place offers to buy securities, (iv) an invitation to subscribe for securities, or (v) legal grounds entitling the Fund to conclude any other agreement, dispose of a right, or contract any other obligation.
No person (in particular the Fund, the General Partner, the Investment Manager and other persons acting on behalf or on the order placed by the Fund) makes any representations or warranties about the exactitude, completeness or accuracy of the information or opinions included in this Presentation. Therefore, the persons reviewing the Presentation should not assume that the information included in this Presentation is exact, complete or accurate. All such assumptions are made at the sole risk of the person reviewing this Presentation.
In view of the above, this Presentation should not be relied upon as a source of information when making any investment decisions, or other decisions, including for example a decision to conclude a contract or dispose of a right or contract an obligation.
The forecasts, information or statements concerning future events, results or phenomena that are included in this Presentation should not be treated as binding; this applies in particular to forecasts of revenues to be earned from certain markets or projected growth of the Fund. Neither the Fund, the General Partner, the Investment Manager nor other persons acting on behalf or on the order of the Fund, nor any other entities warrant that such information, statements and projections will materialize. In particular, there is no guarantee that future events, results or phenomena will be consistent with the information, statements, predictions or projections about the future included in this Presentation.
It is not the intention of the Fund or any other persons acting on behalf or on the order of the Fund, or any other entities to (i) update the wording of this Presentation, (ii) verify the wording of this Presentation or (iii) inform about inaccuracies or changes of this Presentation, if any. All the opinions and conclusions contained in this Presentation may be changed without notice.
Portugal
This material is being provided by the Partnership at the request of the addressee for its exclusive use. This offer is addressed only to institutional investors, as so qualified pursuant to the Portuguese Securities Code (Decree-Law 486/99, dated November 13, 1999, as amended from time to time), and it may not and will not be addressed to the public in Portugal under circumstances which are deemed to be a public offer under the Portuguese Securities Code (“Código dos Valores Mobiliários”). In addition, (i) no action has been or will be directly or indirectly taken to offer, advertise, market, invite to subscribe, gather investment intentions, sell or deliver the Interests in circumstances which could qualify as a public offer (“oferta pública”) of Interests pursuant to the Portuguese Securities Code, notably in circumstances which could qualify as a public offer addressed to individuals or entities resident in Portugal or having permanent establishment located in Portuguese territory, as the case may be; and (ii) no action has been or will be taken to distribute, make available or cause to be distributed the present materials or any other offering material relating to the offer to the public in Portugal other than in compliance with the Portuguese Securities Code, any laws and regulations implementing the Prospectus Directive (Directive 2003/71/EC, as amended) and any applicable CMVM Regulations and all relevant Portuguese securities laws and regulations, in any such case that may be applicable to it in respect of any offer or sale of Interests in Portugal or to individuals or entities resident in Portugal or having permanent establishment located in Portuguese territory, as the case may be. No placement or commercialization will be made other than in compliance with all relevant Portuguese legislation concerning collective investment undertakings, including the Portuguese Undertaking for Collective Investment Law (Law no. 16/2015 of 24 February), where applicable. The Partnership has not and will not obtain authorisation or approval from, and has not and will not be registered with CMVM as an undertaking for the collective investment in transferable Interests or an alternative investment fund, and no filling or recognition procedure has been or will be initiated for such purpose.
Qatar
This offering has not been filed with, reviewed or approved by the Qatar central bank, any other relevant Qatar governmental body or securities exchange.
Recourse against the Partnership, and those involved with it, may be limited or difficult and may have to be pursued in a jurisdiction outside Qatar and the Qatar Financial Centre. Any distribution of this Presentation by the recipient to third parties in Qatar or the Qatar Financial Centre beyond the terms hereof is not authorised and shall be at the liability of the recipient.
Russian Federation
This Presentation is not registered with the Russian regulator (the Central Bank of Russia) and is intended exclusively for the qualified investors, as defined in Article 51.2 of the Federal Law No. 39-FZ of April 22, 1996 (as amended), “On the Securities Market.” The Interests (financial instruments) are not admitted to the placement and/or public circulation in the Russian Federation and, accordingly, cannot be advertised or publicly offered to Russian persons and/or in the Russian Federation unless otherwise permitted under the applicable Russian laws.
Saudi Arabia
This Presentation may not be distributed in the Kingdom except to such persons as are permitted under the Offers of Securities Regulations issued by the Capital Market Authority.
The Capital Market Authority does not make any representations as to the accuracy or completeness of this Presentation, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this Presentation. Prospective purchasers of the Interests offered hereby should conduct their own due diligence on the accuracy of the information relating to the Interests. If you do not understand the contents of this Presentation, you should consult an authorised financial adviser.
Singapore
This Presentation and any other document or material in connection with the offer or sale has not and will not be registered as a prospectus with the monetary authority of Singapore (“MAS”) as the Partnership is invoking the exemptions from compliance with prospectus requirements pursuant to the exemptions under section 302c of the Securities and Futures Act (Cap. 289) of Singapore (“SFA”). The MAS assumes no responsibility for the contents of this Presentation.
The offer or invitation of Interests in the Partnership, which is the subject of this Presentation, does not relate to a collective investment scheme which is authorised under section 286 of the SFA or recognized under section 287 of the SFA. The Partnership is not authorised or recognized by the MAS and the Interests are not allowed to be offered to the retail public. This Presentation and any other document or material issued in connection with the offer or sale is not a prospectus as defined in the SFA. Accordingly, statutory liability under the SFA in relation to the content of prospectuses does not apply, and investors should consider carefully whether the investment is suitable for them.
South Africa
This Presentation is not intended to be and does not constitute solicitation for investments from members of the public in South Africa in terms of the Collective Investment Schemes Control Act, 2002 (as amended). A South African investor who has received such Presentation warrants that they have received such Presentation on a reverse-solicitation basis. Recipients who accept this offer warrant that they have sought exchange control advice from an authorised dealer in South Africa or from another appropriate professional advisor as to whether or not they are entitled to participate in the offering and, where necessary, that they have obtained the relevant exchange control approval.
The information contained in this Presentation does not constitute “advice” as contemplated in the Financial Advisory and Intermediary Services Act, 2002 (“FAIS”), and any prospective investor should rely on its own examination of the terms and conditions of the offering, including the merits and risks involved, or consult a financial services provider appropriately authorised under FAIS before reaching an investment decision.
Prospective investors are advised to consult appropriate professional advisors with regard to the potential tax implications of participation in the offering (if any).
Spain
The Interests may not be offered or sold in Spain except in accordance with the requirements of applicable Spanish law and the interpretations thereof by the Comisión Nacional del Mercado de Valores (the “CNMV”). This Presentation is neither verified nor registered with the CNMV, and therefore no marketing or advertising activity, as defined by Act 22/2014, dated November 13, 2014, on private equity institutions, other closed end collective investment institutions and the management companies of the closed end investment institutions, with respect to Interests has been or will be carried out in Spain.
Sweden
This Presentation has not been, nor will it be, registered with or approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). Accordingly, this Presentation may not be made available, nor may interests in the Fund offered hereunder be marketed and offered for sale in Sweden, other than under circumstances which are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument).
Swedish investors will be offered to invest in Fund only and other fund vehicles will not be made available to Swedish investors. The AIFM has obtained, or will as and when applicable obtain, an authorisation from Finansinspektionen to market the Fund in Sweden in compliance with the Act (2013:561) on Managers of Alternative Investment Funds (Sw. lag (2013:561) om förvaltare av alternativa investeringsfonder) (the “Swedish Act”). This Presentation will not be made available, nor will interests in the Fund offered hereunder be marketed and offered for sale, in Sweden to investors not qualifying as professional investors under the Swedish Act.
Switzerland
The Partnership is not approved by the Swiss Financial Market Supervisory Authority FINMA (“FINMA”) for offering to non-qualified investors in Switzerland pursuant to art. 120(1) and (2) of the Swiss Federal Act on Collective Investment Schemes of June 23, 2006, as amended (“CISA”), nor have a Swiss representative and Swiss paying agent been appointed in relation to an offer or advertising in Switzerland. Accordingly, and subject to the following paragraph, Interests may only be offered or advertised and this Presentation, the Partnership Agreement, the Subscription Agreement and any other offering material or document relating to the Partnership and/or the Interests may only be distributed or otherwise made available in Switzerland to qualified investors as defined in the CISA and its implementing ordinance, as amended, and the most current practice of the FINMA (qualified investor(s)), excluding high-net-worth private clients and private investment structures established for them who have declared that they wish to be treated as professional clients (opting out) pursuant to art. 5(1) of the Swiss Federal Act on Financial Services of June 15, 2018 (“FINSA”) and who have no asset management or advisory relationship with a financial intermediary pursuant to art. 10(3ter) CISA. Investors in the Partnership do not benefit from the specific investor protection provided by CISA and the supervision by the FINMA in connection with the approval for offering.
No key information document according to the FINSA or any equivalent document under the FINSA has been or will be prepared in relation to the Interests, and, therefore, subject to the applicable transitional provisions under the FINSA and its implementing ordinance, the Interests may not be offered or recommended to private clients within the meaning of the FINSA in Switzerland. For these purposes, a private client means a person who is not one (or more) of the following: (i) a professional client as defined in art. 4(3) FINSA (not having opted in on the basis of art. 5(5) FINSA); or (ii) an institutional client as defined in art. 4(4) FINSA; or (iii) a private client with an asset management agreement according to art. 58(2) FINSA. In particular, any offering to private clients under a permanent advisory agreement within the meaning of art. 10(3ter) CISA, despite their categorization as qualified investor, is prohibited.
This Presentation and any accompanying supplement does not constitute an issue prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issue prospectuses under the FINSA or the disclosure standards for listing prospectuses under the listing rules of any stock exchange or regulated trading facility in Switzerland.
Taiwan
The offering, distribution and resale of the Interests have not been approved by or registered with the Taiwan Financial Supervisory Commission and thus the Interests cannot be offered, distributed, privately placed or resold in Taiwan through a public offering or in circumstances which constitute an offer under the Securities and Exchange Law, Securities Investment and Consulting Act or Regulations governing offshore partnerships of Taiwan that requires such a prior approval or registration. No person or entity in Taiwan has been authorised to offer, market, sell, give advice regarding, or otherwise act as an intermediary in connection with the offering and sale of the Interests in Taiwan, the Republic of China.
Thailand
Currently, the Securities and Exchange Commission of Thailand (the “SEC of Thailand”) does not permit offering or solicitation of foreign collective investment scheme of any type, except for qualifying exchange-traded funds and qualifying funds from ASEAN countries, to any type or any number of residents of Thailand. The Partnership is not any of said exceptions. No Interests in the Partnership may be advertised or offered for sale in Thailand or marketed through any means of communication to any resident of Thailand.
This Presentation is distributed on a confidential basis to (and by unsolicited request of) the person to whom it is addressed. This Presentation has not been reviewed or approved by the SEC of Thailand. It may not be reproduced in any form or shown to the public generally or transmitted to any person other than the person to whom it is addressed.
Transmission of this Presentation to the person to whom it is addressed shall not constitute solicitation by the Partnership or any of its representatives or agents to invest in the Partnership.
Turkey
No information in this Presentation is provided for the purpose of offering, marketing and sale by any means of any capital market instruments in the Republic of Turkey. Therefore, this Presentation may not be considered as an offer made or to be made to residents of the Republic of Turkey.
An approval for the issuance/sale/delivery of the Interests has not been and will not be obtained from the Turkish Capital Market Board (the “CMB”) under the provisions of the Capital Market Law (Law No. 6362). Accordingly, neither this Presentation nor any other material may be utilized in connection with any offering within the Republic of Turkey without the prior approval of the CMB. However, according to Article 15(d)(ii) of the Decree No. 32 there is no restriction on the purchase or sale of Interests by residents of the Republic of Turkey, provided that: they purchase or sell such Interests in the financial markets outside of the Republic of Turkey; and such sale and purchase is made through banks, and/or licensed brokerage firms in the Republic of Turkey.
United Arab Emirates
The Interests offered are not regulated under the laws of the United Arab Emirates (“UAE”) relating to funds, investments or otherwise. Neither the Partnership nor this Presentation has been reviewed or approved by the UAE Central Bank, the Securities and Commodities Authority, or any other regulatory authority in the UAE. No regulatory authority in the UAE accepts any liability for the contents of this Presentation. This Presentation is strictly private and confidential and is being distributed to a limited number of selected qualified investors in accordance with the laws and regulations of the UAE, including the Investment Funds Regulation (SCA Board Resolution No. 37 of 2012) (as amended). This Presentation (a) does not constitute a public offer, or an advertisement or solicitation to the general public and (b) is intended only for the original recipients hereof to whom this Presentation is personally provided and may not be reproduced or used for any other purpose. This Presentation is for information purposes only. No sale of Interests or other investment products is intended to be consummated within the UAE. The Interests referred to in this Presentation are not offered or intended to be sold directly or indirectly to the public in the UAE. The information contained in this Presentation is not intended to lead to the conclusion of any contract of any nature within the territory of the United Arab Emirates. The placement agents, if any, are not licensed brokers, dealers, financial advisors or investment advisors under the laws applicable in the United Arab Emirates, and do not advise individuals resident in the United Arab Emirates as to the appropriateness of investing in or purchasing or selling Interests or other financial products. Nothing contained in this Presentation is intended to constitute investment, legal, tax, accounting or other professional advice in, or in respect of, the United Arab Emirates. This Presentation is confidential and for your information only and nothing in this Presentation is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation.
United Kingdom
The Partnership constitutes an alternative investment fund under the UK AIFMR. To date the Partnership has not been authorised, or otherwise recognized or approved, by the UK’s Financial Conduct Authority (the “FCA”) and, as an unregulated scheme, it cannot be promoted in the UK to the general public. Prospective investors in the UK are advised that all, or most, of the protections afforded by the UK regulatory system will not apply to an investment in the Partnership and that compensation will not be available under the UK Financial Services Compensation Scheme.
Upon the Investment Manager notifying the FCA of its intention to market the Partnership to UK Investors, the Partnership may be marketed in the UK only to “professional investors” (as defined in the UK AIFMR).
The Partnership is an unregulated collective investment scheme for the purposes of the UK’s Financial Services And Markets Act 2000 (“FSMA”), the promotion of which in the UK is restricted by the FSMA.
This Presentation may also constitute a financial promotion for the purpose of section 21 of FSMA. This communication is made available only to and is directed only at:
- persons who are “investment professionals” within the meaning of article 19 of the financial services and markets act 2000 (financial promotion) order 2005 (as amended) (“FPO”) or article 14 of the financial services and markets act 2000 (promotion of collective investment schemes) (exemptions) order 2001 as amended (“CIS Order”);
- high net worth companies, unincorporated associations, etc. Within the meaning of article 49 of the FPO;
- sophisticated investors within the meaning of article 50 of the FPO, that is, in relation to any description of investment, a person who has a current certificate in writing or other legible form signed by a person authorised under the FSMA (an “authorised person”) to the effect that he is sufficiently knowledgeable to understand the risks associated with that description of investment in the form required by the FPO and (b) who has signed, within a period of twelve months ending with the day on which the communication is made, a statement in the terms prescribed in article 50(1)(b) of the FPO; or
- other persons to whom it may otherwise lawfully be offered or distributed
(all such persons together referred to as “relevant persons”).
No person, other than relevant persons, may act on this communication and any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with such persons. Persons of any other description in the UK may not receive and should not act or rely on this communication or any other promotional materials relating to the Interests.
The content of this communication has not been approved by an authorised person. Such approval, unless this communication is made to relevant persons only, is required by section 21 of the FSMA.
Reliance on this communication for the purpose of engaging in investment activity may expose the recipient to a significant risk of losing the property invested or of incurring additional liability. If the recipient is in any doubt about the investment to which this communication relates, they should consult an authorised person who specializes in advising on investing in interests in unregulated collective investment schemes.
Uruguay
In Uruguay the Interests are being placed relying on a private placement exemption (“oferta privada”) pursuant to Section 2 of Law Number 18,627. The Interests are not and will not be registered with the Financial Services Superintendence of the Central Bank of Uruguay to be publicly offered in Uruguay.
The Partnership is not constituted under Law Number 16.774 and will not be registered with the Central Bank of Uruguay.
Venezuela
The Interests offered hereby may not be offered to the public in Venezuela and may not be sold or offered in Venezuela in any manner that may be construed as a public offering under Venezuelan securities market laws (Ley de Mercado de Valores). The Interests may be sold by means of private offer through sales that do not constitute a public offering as determined under Ley de Mercado de Valores.