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Disclaimer

Disclaimer - Introduction

The introduction to this disclaimer is relevant to all recipients of this communication. In addition, country-specific sections are also relevant to recipients in those jurisdictions. This website is intended to provide information about investments and investment services to professional investors and certain sophisticated investors who are familiar with and capable of evaluating the merits and risks associated with investments of the kind described. The products and services to which this website relates are only available to such persons and any other persons should not act on it or rely on it. Nothing in the disclaimer excludes any liability, which Napier Park or its affiliates is not permitted to exclude by applicable law. This website is not to be construed as an offer, invitation or solicitation for any investment product in any jurisdiction, and is not being and will not be made available to the public. Any future investment will be subject to and made on the terms of the legal agreements relating thereto. Investment products referred to in this website have not and will not be offered to the public, and any investor commits himself not to offer the investment products to the public upon resale and to contractually bind any other investor not to offer the investment products to the public.

It is the responsibility of each prospective investor reading this website to satisfy him or herself as to the full observance of the laws of any relevant country, including obtaining any government or other consent which may be required or observing any other formality which needs to be observed in that country.

Any investments referred to may not be registered with any regulator, regulatory body or similar organization or institution in any jurisdiction. Potential investors should verify whether products are listed on any stock exchange. Before making an investment, you should consider taking independent professional advice about the unregistered and potentially unlisted status of any product. The information contained is based upon a number of sources and believed to be correct, but cannot be guaranteed. Any opinions and estimates are judgments as of this date and are subject to change without notice. Indications of the potential return of the investment have been given in good faith but are not guaranteed and are subject to uncertainties beyond control and should not be relied upon by investors in forming investment decisions.

No representation is made regarding the legal, accounting, regulatory or tax treatment of an investment in any jurisdiction relevant to a recipient of this website.

The provision of information is not based on your individual circumstances and should not be relied upon as an assessment of suitability for you of a particular product or transaction. Even if we possess information as to your objectives in relation to any transaction, series of transactions or trading strategy, this will not be deemed sufficient for any assessment of suitability for you of any transaction series of transactions or trading strategy.

This website does not constitute investment advice and Napier Park makes no recommendation as to the suitability of any of the products or transactions mentioned. Any trading or investment decisions you take are in reliance on your own analysis and judgment and/or that of your advisors and not in reliance on us.

Napier Park is not acting as your advisor, fiduciary or agent and is not managing your account. Napier Park does not provide investment, accounting, tax, financial or legal advice; however, you should be aware that any proposed indicative transaction could have accounting, tax, legal or other implications that should be discussed with your independent advisors. Therefore, prior to entering into any transaction, you should determine, without reliance on Napier Park, the economic risks or merits, as well as the legal, tax and accounting characteristics and consequences of the transaction and that you are able to assume these risks. This website contains proprietary information and is confidential to its recipient and, subject to applicable law requiring its disclosure by the recipient, may not be reproduced or redistributed by any recipient to any person other than the recipient's professional advisors.

The description of certain aspects of a fund is a condensed summary only. A number of factors material to a decision whether to invest in a fund have been presented herein in summary or outline form only, in reliance on the financial sophistication of the potential investors. Any information contained herein is subject to change and is qualified in its entirety by reference to the applicable offering memorandum.

The information contained herein is subject to updating, completion, modification and amendment.

No representation or guarantee is being made herein as to the future investment performance of a fund. No representation is made that the interests of a fund will actually perform as described in any of the illustrative calculations which may be presented herein or otherwise to any prospective investor. Any information, and in particular any calculations, contained herein or otherwise presented to any prospective investor is not intended to predict actual results, which will differ, and may differ substantially, from those illustrated in the information presented. Further, in evaluating any illustrative performance results contained herein or in any other information provided to a prospective investor, prospective investors should understand that not all of the hypothetical assumptions used in the model are described herein or therein, and conditions and events that are not accounted for by the model may have a significant effect on the performance of the interest of a fund or a fund’s investments. Prospective investors should consider whether the behavior of these securities should be tested based on different and/or additional assumptions from those included in the information herein.

Interests/Shares in the funds will not be registered under the Securities Act of 1933, as amended, and the funds will not be registered under the Investment Company Act of 1940, as amended.

Bahrain This website is strictly private and confidential and is being communicated to a limited number of Accredited Investors. This website may not be reproduced or used for any other purpose, nor provided to any person other than the recipient thereof. The shares have not been approved by the Central Bank of Bahrain (“CBB”). The CBB takes no responsibility for the accuracy of any statement or information contained in this website or for the performance of the shares nor shall the CBB have any liability to any person for damage or loss resulting from reliance on any statement or information contained herein.

Belgium The offer of shares has not been notified to, and this website has not been approved by, the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances /Commissie voor het bank-, financie- en assurantiewezen). The offer requires a minimum investment of at least € 250,000 per investor and per category of interests. This website has been communicated to you for your personal use only and exclusively for the purposes of the offer of investments. Accordingly this website may not be used for any other purpose nor passed on to any other person in Belgium.

Dubai: This website is intended to provide information about investments and investment services which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”). The DFSA has no responsibility for reviewing or verifying any Prospectus or other documents in connection with this fund. Accordingly, the DFSA has not approved this website or any other associated documents nor taken any steps to verify the information set out in this website, and has no responsibility for it. The interests to which this website relates may be illiquid and/or subject to restrictions on their resale. The interests will not be offered to retail investors. Prospective purchasers should conduct their own due diligence on the interests. If you do not understand the contents of this website you should consult an authorised financial adviser.

EU This website is intended to provide information about investments and investment services to professional investors or to other qualified investors (if resident in the EU, qualified investors as defined in the EU Prospectus Directive) who are familiar with and capable of evaluating the merits and risks associated with investments of the kind described.

Hong Kong – WARNING – The contents of this website have not been reviewed by any regulatory authority in Hong Kong. Potential investors in Hong Kong are advised to exercise caution in relation to any offer of an investment. If potential investors are in any doubt about any of the contents of this website, they should obtain independent professional advice.

This offer is not being made in Hong Kong, by means of any document other than (1) to “professional Investors” within the meaning of the Securities and Futures Ordinance (CAP.571) of Hong Kong (the “SFO”) and any rules made under the SFO; or (2) in other circumstances which do not result in the document being a “Prospectus” as defined in the Companies Ordinance (CAP. 32) of Hong Kong (the “CO”) or which do not constitute an offer to the public within the meaning of the CO.

No action has been taken in Hong Kong or elsewhere, to permit the distribution of this website to the public of Hong Kong or in a manner in which this website may be accessed or read by the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong). This website is distributed on a confidential basis. No interest in the fund will be issued to any person other than the person to whom this website has been sent. No Person in Hong Kong other than the person to whom a copy of this website has been addressed may treat the same as constituting an invitation to him to invest. This website may not be reproduced in any form or transmitted to any person other than the person to whom it is addressed. The adviser and its connected persons may share any fees they receive with intermediaries, agents or other person introducing investors or remunerate such persons out of their own resources.

Kuwait By accessing this website, the person or entity to whom it has been communicated understands, acknowledges and agrees that this website has not been approved by the Kuwait Central Bank or the Kuwait Ministry of Commerce and Industry or any authorities in Kuwait, nor has Napier Park or any representative of Napier Park received authorization or licensing from the Kuwait Central Bank or the Kuwait Ministry of Commerce and Industry or any authorities in Kuwait to market or sell the Investments within Kuwait. Therefore, the investments will not be sold in Kuwait and no services relating to an offering, including the receipt of applications or this website or both, will be rendered within Kuwait by Napier Park.

Netherlands This website is not addressed to or intended for any individual or legal entity in the Netherlands except individuals or legal entities who qualify as qualified investors (as defined by section 1:1 of the Act on financial supervision (Wet op het financieel toezicht), as amended).

New Zealand This website has been prepared solely for, and any offer made in it is made solely to, habitual investors as defined in section 3(2)(a)(ii) of the New Zealand Securities Act 1978, being persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money. The only persons who are able under the terms of any offer to subscribe for investments in New Zealand are habitual investors.

People’s Republic of China Shares in the fund may not be offered or sold directly or indirectly in the People's Republic of China ("China"), which, for such purposes, does not include the Hong Kong or Macau Special Administrative Regions or Taiwan). No invitation to offer, or offer for, or sale of, interests in the fund will be made to the public in China or by any means that would be deemed public under the laws of China. The information relating to the interests in the fund contained herein has not been and will not be submitted to or approved/verified by or registered with the China Securities Regulatory Commission ("CSRC"), the State Administration of Foreign Exchange ("SAFE") or other relevant governmental authorities in China. Interests in the fund may only be offered or sold to Chinese investors that are authorized to buy and sell shares of the type being offered or sold. Potential Chinese investors are responsible for obtaining all relevant approvals, licenses or verification from, and / or making registration with, all competent Chinese government authorities, including but not limited to the CSRC and/or the SAFE, before purchasing the Shares.

Saudi Arabia By accessing this website, the person or entity to whom it has been communicated understands, acknowledges and agrees that this website has not been approved by the Saudi Arabian Monetary Agency, the Capital Markets Authority or the Saudi Arabian Ministry of Commerce and Industry or any authorities in Saudi Arabia, nor has Napier Park received authorization or licensing from the Saudi Arabian Monetary Agency, the Capital Markets Authority or the Saudi Arabian Ministry of Commerce and Industry or any or any other authorities in Saudi Arabia to market or sell Napier Park products within Saudi Arabia. Therefore, Napier Park products will not be sold in Saudi Arabia and no services relating to the offering, including the receipt of applications or this website or both, will be rendered within Saudi Arabia by Napier Park.

Singapore This website is distributed for informational purposes only and does not constitute an offer or invitation of any product or service. This website is not a prospectus as defined in the Securities and Futures Act (the “Act”), Chapter 289 of Singapore. Accordingly, statutory liability under the Act in relation to the content of prospectuses would not apply. This website may not be reproduced in any form or transmitted to any person other than the person to whom it is addressed.

South Korea Neither the fund nor the manger is making any representation with respect to the eligibility of any recipients of this website to acquire shares and/or interests therein under the laws of Korea, including but without limitation the Foreign Exchange Transaction Act and Regulations hereunder. The shares and/or interests have not been registered under the Financial Investment Services and Capital Markets Act of Korea, and none of the shares and/or interests may be offered, sold or delivered, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to applicable laws and regulations of Korea.

Sweden This document has not been approved by or registered with the Swedish Financial Supervisory Authority (sw. Finansinspektionen) pursuant to the Swedish Financial Instruments Trading Act (sw. lag (1991:980) om handel med finansiella instrument). Accordingly, the shares may only be offered in Sweden in circumstances that will not result in a requirement to prepare a prospectus pursuant to the Swedish Financial Instruments Trading Act.

Switzerland The distribution of Interests in Switzerland will be exclusively made to, and directed at, regulated qualified investors (the "Regulated Qualified Investors"), as defined in Article 10 (3)(a) and (b) of the Swiss Collective Investment Schemes Act of 23 June 2006, as amended ("CISA"). Accordingly, the fund has not been and will not be registered with the Swiss Financial Market Supervisory Authority (FINMA) and no Swiss representative or paying agent have been or will be appointed in Switzerland. This website and/or any other offering materials relating to the interests may be made available in Switzerland solely to Regulated Qualified Investors.

UAE (Ex-Dubai) This website and the information contained therein, does not constitute, and is not intended to constitute, a public offer of securities in the United Arab Emirates and accordingly should not be construed as such. The Interests are only being offered to a limited number of sophisticated investors in the UAE who (a) are willing and able to conduct an independent investigation of the risk involved in an investment in such Interests, and (b) upon their specific request. The fund interests have not been approved by or licensed by or registered with the UAE Central Bank or any other licensing authorities or governmental agencies in the UAE. No transaction will be concluded in the UAE and any enquiries regarding the Interests should be made to Napier Park.

UK In the United Kingdom (“UK”), the funds are Collective Investment Schemes, but not recognized collective investment schemes under the Financial Services and Markets Act 2000 (the “Act”). The promotion of the funds and the distribution of this website in the UK are accordingly restricted by law.

In the United Kingdom, this website is communicated by Napier Park Global Capital Ltd. which is authorized and regulated by the Financial Conduct Authority (“FCA”), only to, and/or is directed only at persons who fall within Chapter 4.12 of the FCA’s Conduct of Business Rules or the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001, as amended (“SPO”). This relevantly includes the following:

  1. persons who have been classified as professional clients or eligible counterparties (as defined by the FCA’s Conduct of Business Rules).
  2. a client of Napier Park Global Capital Ltd for whom it has taken reasonable steps to ensure that an investment in the relevant scheme would be suitable.
  3. a person in relation to whom (in general terms) Napier Park Global Capital Ltd has undertaken an assessment of their expertise, experience and knowledge, and concluded that they are capable of making their own investment decisions and understanding the risks involved.
  4. Investment professional within the meaning of Article 14 of the SPO – In particular, it is only directed at persons having experience in matters relating to investments (or, if applicable, in participating in regulated collective investments schemes).

To the extent that this document is issued by Napier Park Global Capital Ltd, interests are only available to such persons and this document must not be relied upon or acted upon by any other persons.