Sprout Capital VII, L.P. (Healthcare Technology Portfolio) $ amounts in millions, as of March 31, 2014 Please refer to Endnotes 1,],K,L,M and N in this Appendix. Gross Multiple Gross Vintage Total Realized Unrealize Total (Realized Multiple Company Sector Year Cost Value d Value Value Portion) (Total) Gross IRR All Investments Allos Therapeutics, Inc. herapeutics AviaHealth, Inc. (fka GoToMyDoc) Convergence 2000 2.0 0.0 - 0.0 0.02 0.02 -92.8% Cephalon, Inc. Therapeutics 1999 5.1 25.6 - 25.6 5.01 5.01 293.2% Charles River Laboratories Diagnostics & Infrastructure 1999 43 22.7 - 22.7 5.23 5:23 121.6% Deltagen, Inc. Therapeutics 1998 19.9 41 - 41 0.20 0.20 -30.3% eHealth, Inc. Convergence 1999 11.3 20.3 - 20.3 1.80 1.80 7.7% Gantech International, Inc. Therapeutics 1999 2.8 - - - - - NM Keravision Inc. Healthcare Devices 1998 10.2 - - - - - NM Microban International, Ltd. Diagnostics & Infrastructure 1999 14.8 39.7 - 39.7 2.68 2.68 14.5% Nuvelo, Inc. (fka Variagenics, Inc.} Therapeutics 1999 11.8 24.8 - 24.8 2.10 2.10 13.9% NxStage Medical, Inc. Healthcare Devices 1999 17.8 50.3 - 50.3 2.83 2.83 14.2% Phase Forward Incorporated Convergence 1998 9.0 38.6 - 38.6 4.31 4.31 22.4% SGX, Inc. Therapeutics 2000 15.0 1.6 - 1.6 0.11 0.11 -35.3% Skila, Inc. Convergence 1998 9.0 0.0 - 0.0 0.00 0.00 NM Spotfire, Inc. Convergence 1999 99 24.8 - 24.8 2.50 2.50 12.7% VascA, Inc. Healthcare Devices 1999 7 0.1 - 0.1 0.02 0.02 NM VNUS Medical Technologies, Inc. Healthcare Devices 1999 3.8 111 - 11.1 2.90 2.90 12.7% Total Sprout Capital VII, L.P. (HCT) Investments $ 157.5 §$ 273.7 $ - $ 273.7 1.74 1.74 10.1% 92 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024103
Sprout Capital VIL, L.P. (Healthcare Technology Portfolio) $ amounts in millions, as of March 31, 2014 Please refer to Endnotes 1,],K,L,M and N in this Appendix. Gross Multiple Gross Vintage Total Realized Unrealize Total (Realized Multiple Company Year Cost Value d Value Value Portion) (Total) Gross IRR Adeza Biomedical Corporation Diagnostics & Infrastructure 1996 4.8 27.7 - 27.7 5.75 5.75 20.1% Allos Therapeutics, Inc. Therapeutics 1998 2.6 wD - 7.5 2.87 2.87 38.8% Aradigm Corporation Therapeutics 1994 2.8 15.3 - 15.3 5.45 5.45 39.3% AtheroGenics, Inc. Therapeutics 1996 3:8 7.1 - 7.1 1.87 1.87 13.7% AviaHealth, Inc. (fka GoToMyDoc) Convergence 2000 1.6 0.0 - 0.0 0.02 0.02 -92.8% CombiChem, Inc. Therapeutics 1995 3.9 9.4 - 94 2.43 2.43 26.5% Connetics Corp. (fka Connective) Therapeutics 1995 6.3 14.2 - 14.2 2.24 2.24 15.5% FemRX Healthcare Devices 1995 2.2 3.2 - 3.2 1.47 1.47 11.6% Healtheon/ WebMD (Sapient) Convergence 1996 3.0 39.8 - 39.8 13.42 13.42 190.1% Hearten Medical Healthcare Devices 1997 1.7 - - - - - NM IntraBiotics Pharmaceuticals Therapeutics 1994 3.9 7.3 - 7.3 1.89 1.89 13.4% Lynx Therapeutics, Inc. Diagnostics & Infrastructure 1995 1.1 2.9 - 2.9 DPD: 2.72 25.4% NxStage Medical, Inc. Healthcare Devices 2003 B8 18.9 - 18.9 5.80 5.80 20.9% Orquest, Inc. Healthcare Devices 1995 5.5 78 - 7.8 1.42 1.42 6.1% Pathology Partners Diagnostics & Infrastructure 1997 3.3 22.4 - 22.4 6.82 6.82 38.2% Pharsight Corporation Convergence 1997 4.9 7.3 - 7.3 148 148 6.0% Point Biomedical Diagnostics & Infrastructure 1997 9.2 0.0 - 0.0 0.00 0.00 NM Prometheus Laboratories, Inc. Therapeutics 1998 7.8 38.8 - 38.8 5.00 5.00 13.4% Salient Interventional Systems Healthcare Devices 1998 27 0.0 - 0.0 0.00 0.00 NM Skila, Inc. Convergence 1998 5.2 0.2 - 0.2 0.05 0.05 NM TriPath Imaging, Inc. Diagnostics & Infrastructure 1996 4.9 13.9 - 13.9 2.83 2.83 17.2% VascA, Inc. Healthcare Devices 1996 6.5 0.1 - 0.1 0.02 0.02 NM VNUS Medical Technologies, Inc. Healthcare Devices 1997 4.3 15.7 - 15.7 3.66 3.66 12.1% Xcyte Therapies, Inc. (CDR) Therapeutics 1996 6.1 0.5 - 0.5 0.08 0.08 -33.6% Total Sprout Capital VIL, L.P. (HCT) Investments $ 101.2 $ 260.0 $ - $ 260.0 2.57, 2.57 18.6% Sprout Growth IL L.P. (Healthcare Technology Portfolio) $ amounts in millions, as of March 31, 2014 Please refer to Endnotes 1,J,K,L,M and N in this Appendix. Gross Multiple Gross Vintage Total Realized Unrealize Total (Realized Multiple Company Sector Year Cost Value d Value Value Portion) (Total) Gross IRR All Investments Adeza Biomedical Corporation Diagnostics & Infrastructure $ : $ $ $ 20.1% AviaHealth, Inc. (fka GoToMyDoc) Convergence 2000 $ 13 $ 0.0 $ - $ 0.0 0.02 0.02 -92.8% Cephalon, Inc. Therapeutics 1999 $ 41 $ 20.5 $ - $ 20.5 5.01 5.01 293.2% Connetics Corp. (fka Connective) Therapeutics 1997 $ 3.2 §$ 65 §$ - $ 6.5 2.05 2.05 16.7% IVAC Holdings, Inc. Healthcare Devices 1995 $ 0.9 §$ 3.0 $ - $ 3.0 3.31 3.31 121.9% Pathology Partners Diagnostics & Infrastructure 1997 $ 2.7 $ 18.3 $ - $ 18.3 6.82 6.82 38.1% Total Sprout Growth II, L.P. (HCT) Investments $ 161 §$ 70.9 §$ - $ 70.9 4.42 4.42 43.8% 93 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024104
Appendix 2 All Funds Gross and Net Returns $ amounts in millions, as of March 31, 2014 Total Cost Realized Unrealized Realized Overall Realized Overall New Leaf Ventures II, L.P. (2008) New Leaf Ventures I, L.P. (2005) Sprout Capital IX, L.P. (2000) (Healthcare Technology) Sprout Capital VIL, L.P. (1998) (Healthcare Technology) Sprout Capital VII, L.P. (1995) (Healthcare Technology) Sprout Growth II, L-P. (1995) (Healthcare Technology) Paid-In Distributed Equity In Total Distributed / Total Value/ Total Value Capital Value Fund Value Paid In Paid In IRR Fund Size New Leaf Ventures II, L.P. (2008) $450.0 $407.3 204.2 $386.9 591.1 0.50x 1.45x 16.7% New Leaf Ventures I, L.P. (2005) $310.0 $302.6 154.7 $374.8 529.5 0.51x 1.75x 12.0% Sprout Capital IX, L-P. (2000) (Healthcare Technology) 1,071.5 $71.1 Sprout Capital VIIL, L-P. (1998) (Healthcare Technology) $147.1 $147.1 218.7 $0.0 218.7 1.49x 1.49x 6.0% Sprout Capital VII, L.P. (1995) (Healthcare Technology) 207.0 $56.3 Sprout Growth IL, L.P. (1995) (Healthcare Technology) 94 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024105
Methodology Used to Calculate Net Returns Numbers for Sprout Healthcare Technology Portfolios Estimated net returns numbers for the managed healthcare portfolio of the Sprout funds are based on New Leaf’s calculations of synthetic net returns. The synthetic net returns for the healthcare technology investments in each Sprout Fund are an estimate of what the net returns would have been for these investments, if they had been managed in a standalone healthcare technology venture capital fund structure rather than one set of investments as part of a larger, diversified venture capital fund. The synthetic net returns were computed assuming a fund size required to fund 100% of the total cost of the healthcare investments in each of the Sprout funds using both called and recycled capital, a management fee of 2% payable quarterly and a carried interest. The net return reflects reinvestment of certain proceeds, gains and other proceeds by the Sprout healthcare portfolio synthetic funds to the extent permitted under the partnership governing documents. A detailed example of the calculation is below. Sprout IX: Total actual HCT investments of $740M; 2% management fees, resulting in $120M of management fees and expenses from inception-to-date; 25% carried interest; Standalone fund size of $690M ($735M investments with cash recycling of 6%); Total realizations have been $1,375M and total remaining value is $50M. Assumes $130M in total carried interest to GPs already paid out; Yields Total Distributed to LPs of $1,075M ($1,375M - $120M fees - $130M carry - $50M recycling) / $690M = 1.56x; Yields Total Remaining to LPs of $50M / $690M = 0.07x 95 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024106
Appendix 3 PME+ Methodology Public Market Equivalent (“PME+”) is used to compare the net performance of each of the Sprout HC synthetic funds and NLV funds to the performance of a same size, hypothetical investment in a fund that tracked a public market index. The investments in the hypothetical public market index funds have identical cash inflow schedules and proportionately comparable cash outflow schedules. The cash outflow schedules are set so that the remaining equity value of the public equivalent fund is exactly equal to the remaining equity value of the benchmarked private equity fund at the end of the benchmarking period. The analysis is presented to illustrate the comparative returns a limited partner would have generated by investing in the hypothetical public market index fund at the same time and in the same amounts as had been invested in each of the NLV or Sprout (HC portion only) synthetic funds. The NLV or Sprout HC funds are presented as net, which includes the impact of management fees, expenses, and carried interest. The public market index funds do not have any impact of fees or carried interest. A more detailed description of the PME+ methodology used is available in: Rouvinez, Christophe. “Asset Class: Beating the Public Market.” Private Equity International. January 2003. 26-28 96 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024107
Appendix 5 ENDNOTES Except as otherwise expressly noted, all performance information contained herein, including rates of return, is as of March 31, 2014 and is unaudited. The performance information is based on the cumulative invested capital, cumulative cash dividends and realized and unrealized sales proceeds in portfolio companies. Where designated as “gross”, the performance information is presented on a gross basis with regard to expenses and does not reflect deductions for any management fees, the general partner’s carried interest or other expenses. Where designated as “net”, the performance information is presented on a net basis after giving effect to management fees, the general partner’s carried interest and other expenses. Please refer to Section III: “Summary of Historical Investment Performance” and the endnotes below for a more detailed description of the performance of the NLV-I, NLV-II and the Sprout Funds. An investment in the Fund does not represent an interest in any indicated investment or any investment portfolio of any related or other investment fund, including any investment or fund managed by the Fund Managers. Disclosure of past performance herein is for informational purposes only and is not indicative of future results. 4 The financial data contained herein relating to the valuations and investment performance of NLV-I, NLV-IL the Sprout Funds and their investments (including the IC. portfolio thereof) are estimates prepared by NLV as of March 31, 2014, and have not been audited. The vintage year of each fund represents the first year that an investment in a portfolio company was either committed to or funded. While NLV’s valuations of unrealized investments are based on assumptions that NLV believes are reasonable under the circumstances, the actual realized returns on unrealized investments will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of the sale, all of which may differ from the assumptions on which the valuations used in the prior performance data contained herein are based. Accordingly, the actual realized returns on these unrealized investments may differ materially and adversely from the (assumed) returns indicated herein. Past performance is not indicative of future results. There can be no assurance that the Fund will achieve results comparable to those shown herein, will be able to avoid losses or will be able to achieve its investment objectives. Except as specifically noted, all performance information contained herein is on a “gross” basis before giving effect to management fees, the general partner’s carried interest, taxes and other expenses, the application of which would reduce such prior performance and indicated rates of return. Except as otherwise indicated, performance information is for NLV-I, NLV-II and the Fund Managers’ investments in the Sprout Funds. While the Fund Managers initiated, led, co-led, managed or were otherwise instrumental in the identification, negotiation, execution and/or management of these investments (as further described herein), other individuals, including individuals from Sprout Group with respect to the Sprout Funds, were involved in and assisted with these investments. ==] Rates of return for public indices are provided for informational purposes only and do not reflect a basis for comparison for venture capital interests, as the market volatility, liquidity and other characteristics of venture capital investments are materially different from public indices. The S&P 500 Stock Index is an unmanaged market capitalization of 500 U.S. equities 97 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024108
QO iw} tH Les a generally considered to be representative of U.S. stock market activity. The NASDAQ Composite Index measures all NASDAQ domestic and non-U.S. based common stocks listed on the NASDAQ Stock Market. The NASDAQ Biotechnology Index includes securities of NASDAQ-listed companies classified according to the Industry Classification Benchmark as either Biotechnology or Pharmaceuticals which also meet other eligibility criteria. The Dow Jones Industrial Average is an index that shows how 30 large, publicly owned companies based in the U.S. have traded during a standard trading session in the stock market. Data provided by Cambridge Associates at no charge. Cambridge U.S. VC healthcare data as of Q1’13. Where results on the Sprout Funds refer to net basis, it is the result of a methodology that adjusts the gross results for the healthcare technology investments for recycling, management fees, and carried interest so they can be compared to industry sources (e.g., Cambridge Associates) on a directly comparable basis. The methodology and assumptions used to adjust from gross to net basis is described in Appendix 2. The gross annual compound internal rate of return (“IRR”) and gross multiple of invested capital as of March 31, 2014 are before giving effect to taxes, management fees, the general partner’s carried interest and other expenses. The net IRR and net multiple of invested capital as of March 31, 2014 are after giving effect to management fees, the general partner’s carried interest and other expenses. All IRRs presented are annualized and calculated on the basis of quarterly inflows and outflows of cash and unrealized values, assuming such inflows and outflows occurred as of quarter end and all remaining investments were sold at the current holding value through as of March 31, 2014. There can be no assurance that unrealized investments will be realized at the valuations shown. The results for the Sprout Funds represent results from the healthcare technology portion of the Sprout Funds, which represents between 8% and 65% of the cost basis of the investments of the funds taken as a whole. Healthcare technology means, collectively, the biopharmaceutical, medical device, and diagnostics and infrastructure sectors. See Appendix 2 for the Methodology Used to Calculate Net Return Numbers for Sprout Healthcare Technology Portfolios. Net Distributed to Paid-in Capital (“DPI”): Calculated based on (1) called capital of a fund (based on individual called capital percentages and fund sizes across multiple funds) and (2) distributed capital of a fund (based on aggregating individual funds distributed capital amounts, as calculated using DPI and called individual fund called amounts). For the purposes of this ratio for NLV-I and NLV-IL, the “deemed contribution” of the general partner is included in the total amount of capital contributions made by the fund’s partners. (Distributed + Public) to Paid-in Capital: Calculated based on (1) called capital of a fund (based on individual called capital percentages and fund sizes across multiple funds) and (2) distributed capital of a fund (based on aggregating individual funds distributed capital amounts, as calculated using DPI and called individual fund called amounts) plus the unrealized value of publicly traded securities based on the closing market price of the security. For the purposes of this ratio for NLV-I and NLV-II, the “deemed contribution” of the general partner is included in the total amount of capital contributions made by the fund’s partners. 98 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024109
H (Distributed + Liquid Public) to Paid-in Capital: Calculated based on (1) called capital of a fund (based on individual called capital percentages and fund sizes across multiple funds) and (2) distributed capital of a fund (based on aggregating individual funds distributed capital amounts, as calculated using DPI and called individual fund called amounts) plus the unrealized value of freely tradable publicly traded securities based on the closing market price of the security. This is based on the assumption that NLV can trade out of 10% of daily trading volume over next 30 days based on last 30 days ADTV. For the purposes of this ratio for NLV-I and NLV-II, the “deemed contribution” of the general partner is included in the total amount of capital contributions made by the fund’s partners. ' Realized Cost: Represents the cost of investment attributable to the realized portion of such investment. J Total Cost: Represents the overall cost of investment. K Realized Value: Represents gross proceeds received from the sale of an underlying investment or group of investments. . Unrealized Value, Unrealized/(Public) or Unrealized/(Private): All private investments are fair value as determined in good faith by the General Partner. Fair value is based on the best information available and is determined by reference to information including, but not limited to, the following: operating results, financial condition, public or private transactions, valuations for publicly-traded compatible companies, recent purchases of the same or similar securities, progress of clinical trials or other operational progress of an investment’s product, and/or other measures, and consideration of any other pertinent information including the types of securities held and restrictions on disposition. Public represents a portfolio company whose securities are traded on a public exchange such as NASDAQ. The unrealized value of publicly traded securities held shown in parenthesis is valued at the closing market price. The unrealized value of warrants for any publicly traded companies is valued based on the Black-Sholes Method. M Total Value: Represents realized value plus Unrealized Value. N Multiple: Represents the ratio of Total Value, Realized Value or Unrealized Value to the corresponding amount of capital invested, expressed as a multiple. 99 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024110
XIV. CERTAIN OFFERING NOTICES NOTICE TO RESIDENTS OF FLORIDA The Interests being offered have not been registered with the Florida Division of Securities. If sales are made to five or more Florida purchasers, each sale is voidable by the purchaser within three days after the first tender of consideration is made by such purchaser to the issuer, an agent of the issuer or within three days after availability of that privilege is communicated to such purchaser, whichever occurs later. NOTICE TO NON-U.S. RESIDENTS GENERALLY No action has been or will be taken in any jurisdiction outside the U.S. that would permit an offering of these securities, or possession or distribution of offering material in connection with the issue of these securities, in any country or jurisdiction where action for that purpose is required. It is the responsibility of any person wishing to subscribe for the 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 within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposal of the Interests, and any foreign exchange restrictions that may be relevant thereto. AUSTRALIA The Fund is not a registered managed investment scheme, nor is it required to be registered as a managed investment scheme, and this Memorandum is not a product disclosure document lodged or required to be lodged with the Australian Securities and Investments Commission. Interests in the Fund will only be offered in Australia to persons to whom such securities may be offered without a product disclosure statement under Part 7.9 of the Corporations Act 2001 (Cth). Interests in the Fund subscribed for by investors in Australia must not be offered for resale in Australia for 12 months from allotment except in circumstances where disclosure to investors under the Corporations Act 2001 (Cth) would not be required or where a compliant product disclosure statement is produced. Prospective investors in Australia should confer with their professional advisors if in any doubt about their position. AUSTRIA Interests in the Fund may only be offered in the Republic of Austria in compliance with the provisions of the Austrian Capital Market Act, the Austrian Investment Funds Act and other laws applicable in the Republic of Austria governing the offer, issue and sale of the interests in the Republic of Austria. Interests in the Fund are being offered exclusively to a limited number of investors in Austria and are therefore not subject to the public offering requirements of the Austrian Capital Market Act or the Austrian Investment Fund Act. Interests in the Fund are not registered or otherwise authorized for public offer either under the Austrian Capital Market Act, the Austrian Investment Fund Act or any other securities regulation in Austria. The recipients of this Memorandum and other selling material in respect to interests in the Fund have been individually selected and are targeted exclusively on the basis of a private placement. This offer may not be made to any other persons than the recipients to whom this Memorandum is personally addressed. Any investor intending to offer and resell interests in the Fund in Austria is solely responsible that any offer and resale takes place in compliance with the applicable provisions of the Austrian Capital Market Act, the Austrian Investment Fund Act or any other applicable securities regulation. BELGIUM The Fund has not been and will not be registered with the Belgian Financial Services and Markets Authority (Autoriteit voor financiéle diensten en markten / Autorité des Services Financiers et des Marchés) (“FSMA”) as a foreign collective investment institution referred to under Article 127 of the Belgian Act of July 20, 2004 relating to certain forms of collective management of investment portfolios. This Memorandum and the offering of Limited Partner Interests in the Fund have not been and will not be notified to, and have not been approved or disapproved by, the FSMA. The public offering of Limited Partner Interests in the Fund in Belgium within the meaning of the Belgian Act of July 20, 2004, and the Belgian Act of June 16, 2006 on the public offering of investment instruments and the admission of investment instruments to listing on a regulated market has not been authorized by the Fund. The offering may therefore not be advertised, and Limited Partner Interests in the Fund may not be offered, sold, transferred or delivered to, or subscribed to by, and no memorandum, information circular, brochure or similar document may be distributed to, directly or indirectly, any individual or legal entity in Belgium, except (i) to “qualified investors” as referred to in Article 10, § 1 of the aforementioned Act of June 16, 2006, (ii) subject to the restriction of a minimum investment of €100,000 per investor or (iii) in any other circumstances in which the present offering does not qualify as a public offering in accordance with the aforementioned Act of June 16, 2006. This Memorandum has been issued to the intended recipient for personal use only and exclusively for the purpose of the offering. Therefore, it may not be used for any other purpose, nor passed on to any other person in Belgium. 100 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024111
BRAZIL The Fund is not listed with any stock exchange, organized over the counter market or electronic system of securities trading. Interests in the Fund have not been and will not be registered with any securities exchange commission or other similar authority, including the Brazilian Securities and Exchange Commission (Comissaéo de valores Mobilidrios - or the “CVM”). Interest in the Fund will not be directly or indirectly offered or sold within Brazil through any public offering, as determined by Brazilian law and by the rules issued by the CVM, including Law No. 6,385 (Dec. 7, 1976) and CVM Rule No. 400 (Dec. 29, 2003), as amended from time to time, or any other law or rules that may replace them in the future. Acts involving a public offering in Brazil, as defined under Brazilian laws and regulations and by the rules issued by the CVM, including Law No. 6,385 (Dec. 7, 1976) and CVM Rule No. 400 (Dec. 29, 2003), as amended from time to time, or any other law or rules that may replace them in the future, must not be performed without such prior registration. Persons in Brazil wishing to acquire interests in the Fund should consult with their own counsel as to the applicability of these registration requirements or any exemption therefrom. Without prejudice to the above, the sale and solicitation of interests in the Fund is limited to qualified investors as defined by CVM Rule No. 409 (Aug. 18, 2004), as amended from time to time or as defined by any other rule that may replace it in the future. This Memorandum is confidential and intended solely for the use of the addressee and cannot be delivered or disclosed in any manner whatsoever to any person or entity other than the addressee. COLUMBIA Neither this Memorandum nor the interests in the Fund have been reviewed or approved by the Financial Superintendency of Colombia (the “FSC”) or any other governmental authority in Colombia, nor has the Fund or any related person or entity received authorization or licensing from the FSC or any other governmental authority in the Colombia to market or sell interests in the Fund within Colombia. No public offering of interests in the Fund is being made in Colombia or to Colombian residents. By receiving this Memorandum, the recipient acknowledges that it contacted New Leaf at its own initiative and not as a result of any promotion or publicity by New Leaf. This Memorandum is strictly private and confidential and may not be reproduced, used for any other purpose or provided to any person other than the intended recipient. DENMARK This Memorandum 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 Limited Partner Interests in the Fund have not been and are not intended to be listed on a Danish regulated market. Limited Partner Interests in the Fund have not been and will not be offered in Denmark under the E.U. Alternative Investment Fund Managers Directive (as implemented into Danish law). Consequently, this Memorandum 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. FINLAND As the Fund is a closed end fund, the marketing of interests in the Fund is not interpreted to be subject to the provisions of the Finnish Act on Mutual Funds (sijoitusrahastolaki, 29.1.1999, as amended, the “MFA”). Accordingly prospective investors should acknowledge that this Memorandum is not a fund prospectus as meant in the MFA and the marketing of interests in the Fund is not subject to a marketing permission from the Financial Supervisory Authority (Finanssivalvonta; “FIN-FSA”). 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 limited number of Finnish offerees and the minimum investment and transfer restrictions specified herein). Accordingly prospective investors must acknowledge that this Memorandum is not a prospectus within the meaning set forth in the SMA. Prospective investors should also note that neither the General Partner or the Management Company is an investment firm (sijoituspalveluyritys) within the meaning of the Finnish Investment Services Act ( sijoituspalvelulaki 747/2012) and they are not subject to the supervision of the FFSA. Any prospective investors should acknowledge that they will not be treated as clients of placement agents (if any) engaged by the Management Company 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 (kiinteistérahastolaki, 1173/1997). The FIN-FSA has not authorized any offering for the subscription of interests in the Fund; accordingly, interests in the Fund may not be offered or sold in Finland or to residents thereof except as permitted by Finnish law. 101 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024112
This Memorandum has been prepared for private information purposes only and it may not be used for, and shall not be deemed, a public offering of interests in the Fund. This Memorandum is strictly for private use by its holder and may not be passed on to third parties or otherwise distributed publicly. FRANCE This Memorandum (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 monétnire et financier). This Memorandum 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: 1. the transaction does not require a prospectus to be submitted for approval to the AMF; 2. 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. 734- 1, D. 744-1, D. 754-1 and D. 764-1 of the Monetary and Financial Code; and 3. 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 Memorandum is not to be further distributed or reproduced (in whole or in part) in France by the recipients of this Memorandum. This Memorandum has been distributed on the understanding that such recipients will only participate in the issue or sale of Limited Partner Interests in the Fund for their own account and undertake not to transfer, directly or indirectly, Limited Partner Interests in the Fund 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 Fund has been notified to the Bundesanstalt fiir Finanzdienstleistungsaufsicht (the German Federal Financial Supervisory Authority or “BaFin”) for marketing to (vertrieben as this term is construed under the German Capital Investment Code (Kapitalanlagegesetzbuch - KAGB) in the Federal Republic of Germany solely to professional investors (as this term is construed under the KAGB). The Limited Partner Interests in the Fund may not be distributed in the Federal Republic of Germany or used in connection with any offer for subscription of the Limited Partner Interests in the Fund other than to professional investors. Neither this Memorandum nor any other document relating to the Fund or the Limited Partner Interests in the Fund, as well as the information contained therein may be supplied in Germany to persons other than professional investors. HONG KONG The contents of this Memorandum have not been reviewed or approved by any regulatory authority in Hong Kong. This Memorandum does not constitute an offer or invitation to the public in Hong Kong to acquire interests in the Fund. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purposes of issue, this Memorandum or any advertisement, invitation or document relating to interests in the Fund, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong other than in relation to interests in the Fund which are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” (as such term is defined in the Securities and Futures Ordinance of Hong Kong (Cap. 571) (the “SFO”) and the subsidiary legislation made thereunder) or in circumstances which do not result in this Memorandum being a “prospectus” as defined in the Companies Ordinances of Hong Kong (Cap. 32) (the “CO”) or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO. The offer of interests in the Fund is personal to the person to whom this Memorandum has been delivered by or on behalf of the Fund, and a subscription for interests in the Fund will only be accepted from such person. No person to whom a copy of this Memorandum is issued may issue, circulate or distribute this Memorandum in Hong Kong or make or give a copy of this Memorandum to any other person. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this Memorandum, you should obtain independent professional advice. ICELAND This Memorandum has been issued to the recipient, for personal use only, exclusively in connection with a private placement of interests in the Fund. Accordingly, this Memorandum may not be used by the recipient for any other 102 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024113
purpose nor forwarded to any other person or entity in Iceland. The offering of interests in the Fund described in this Memorandum is a private placement under Icelandic law and the interests in the Fund may only be offered and sold (as well as resold) in Iceland to a person or entity that is a Qualified Investor as defined in Item No. 9 of Article 43 of the Icelandic Act on Securities Transactions. Also, any subsequent transfer or resale of interests in the Fund in Iceland will need to comply with the applicable provisions of the Icelandic Act on Securities Transactions. Prospective Icelandic investors should consult with their own tax advisors as to the tax consequences of an investment in the Fund. ITALY The Fund is not a UCITS fund. The offering of interests in the Fund in Italy has not been nor will it be authorized by the Bank of Italy and the Commissione Nazionale per la Societa e la Borsa. Interests in the Fund are offered upon the express request of the investor, who has directly contacted the Fund or its sponsor on the investor’s own initiative. No active marketing of the Fund has been made nor will it be made in Italy, and this Memorandum has been sent to the investor at the investor’s unsolicited request. The investor acknowledges and confirms the above and hereby agrees not to sell or otherwise transfer any Interests in the Fund or to circulate this Memorandum in Italy unless expressly permitted by, and in compliance with, applicable law. JAPAN Interests in the Fund are a security set forth in Article 2, Paragraph 2, Item 6 of the Financial Instruments and Exchange Law of Japan (the “FIEL”). No public offering of interests in the Fund is being made to investors resident in Japan and in accordance with Article 2, paragraph 3, Item 3, of the FIEL, no securities registration statement pursuant to Article 4, paragraph 1, of the FIEL has been made or will be made in respect to the offering of interests in the Fund in Japan. The offering of interests in the Fund in and investment management for the Fund in Japan is made as “Special Exempted Business for Qualified Institutional Investors, Etc.” under Article 63, Paragraph 1, of the FIEL. Thus, interests in the Fund are being offered only to a limited number of investors in Japan. Neither the Fund nor any of its affiliates is or will be registered as a “financial instruments firm” pursuant to the FIEL. Neither the Financial Services Agency of Japan nor the Kanto Local Finance Bureau has passed upon the accuracy or adequacy of this Memorandum or otherwise approved or authorized the offering of interests in the Fund to investors resident in Japan. LUXEMBOURG No public offering of interests in the Fund is being made to investors resident in Luxembourg. Interests in the Fund are being offered only to a limited number of sophisticated and professional investors in Luxembourg. The Commission de Surveillance du Secteur Financier of Luxembourg has not passed upon the accuracy or adequacy of this Memorandum or otherwise approved or authorized the offering of interests in the Fund to investors resident in Luxembourg. NETHERLANDS In the Netherlands, Limited Partner Interests in the Fund may only 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 as defined in Section 1:1 of the Financial Supervision Act (Wet op het financieel toezicht (the “FSA”)). Limited Partner Interests in the Fund may not otherwise be offered, directly or directly, 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 have the offering memorandum approved by the Dutch Authority for the Financial Markets or by a competent authority of another member state of the European Economic Area in accordance with Prospectus Directive 2003/71/EC and Prospectus Regulation 809/2004/EC. NORWAY This Memorandum does not constitute an invitation or a public offer of securities in the Kingdom of Norway. It is intended only for the original recipient and is not for general circulation in the Kingdom of Norway. The offer herein is not subject to the prospectus requirements laid down in the Norwegian Securities Trading Act. This Memorandum has not been nor will it be registered with or authorized by any governmental body in Norway. Interests in the Fund may only be solicited, acquired or offered in or from Norway to investors for a total face value of at least €100,000. SAUDI ARABIA Neither this Memorandum nor the interests in the Fund have been approved, disapproved or passed on in any way by the Capital Market Authority or any other governmental authority in the Kingdom of Saudi Arabia, nor has the Fund received authorization or licensing from the Capital Market Authority or any other governmental authority in 103 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024114
the Kingdom of Saudi Arabia to market or sell interests in the Fund within the Kingdom of Saudi Arabia. This Memorandum does not constitute and may not be used for the purpose of an offer or invitation. No services relating to interests in the Fund, including the receipt of applications and the allotment or redemption of such interests, may be rendered by the Fund within the Kingdom of Saudi Arabia. SOUTH AFRICA Neither this Memorandum nor the interests in the Fund have been approved, disapproved or passed on in any way by the Financial Services Board or any other governmental authority in South Africa, nor has the Fund received authorization or licensing from the Financial Services Board or any other governmental authority in South Africa to market or sell interests in the Fund within South Africa. This Memorandum is strictly confidential and may not be reproduced, used for any other purpose or provided to any person other than the intended recipient. SOUTH KOREA In South Korea, interests in the Fund are being offered only to persons prescribed by Article 301, Paragraph 2 of the Enforcement Decree of the Financial Investment Services and Capital Markets Act (“Qualified Professional Investors”). The Subscriber hereby represents and warrants to the Fund that the Subscriber (i) is a Qualified Professional Investor as prescribed by the Financial Investment Services and Capital Markets Act and (ii) is fully aware of the meaning, effect and ramifications of being an Qualified Professional Investor and fully agrees to be treated in accordance therewith. SPAIN Interests in the Fund may not be offered or sold in Spain except in accordance with the requirements of the Spanish Securities Market Act (Ley 24/1988, de 28 de Julio, del Mercado de Valores) as amended and restated, Royal Decree 1310/2005, on securities admission to trade on secondary official markets, public offerings or subscriptions, and prospectus required to such effects, and/or subject and in compliance with the requirements contained in such regulations (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisién a negociacién de valores en mercados secundarios oficiales, de ofertas ptblicas de venta o suscripcién y del folleto exigible a tales efectos), and subsequent legislation. This Memorandum is neither verified nor registered with the Comisién Nacional del Mercado de Valores, and therefore a public offer of interests in the Fund will not be carried out in Spain. SWEDEN This Memorandum has not been nor will it be registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this Memorandum may not be made available, nor may the 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). Accordingly, the offering of interests in the Fund will only be directed to persons in Sweden who subscribe to interests in the Fund for a total consideration of at least €100,000 per investor. SWITZERLAND Under the Collective Investment Schemes Act dated June 23, 2006 and revised on September 28, 2012 (the “CISA”), the offering, sale and distribution to non-qualified investors of units in foreign collective investment schemes in or from Switzerland are subject to authorization by the Swiss Financial Market Supervisory Authority (“FINMA”) and, in addition, the distribution to certain qualified investors of interests in such collective investment schemes may be subject to the appointment of a representative and a paying agent in Switzerland. The concept of “foreign collective investment scheme” covers, inter alia, foreign companies and similar schemes (including those created on the basis of a collective investment contract or a contract of another type with similar effect) created for the purpose of collective investment, whether such companies or schemes are closed end or open end. There are reasonable grounds to believe that the Fund would be characterized as a foreign collective investment scheme under Swiss law. As interests in the Fund have not been and cannot be registered with or authorized by FINMA for distribution to non-qualified investors, any offering of interests in the Fund, and any other form of solicitation of investors in relation to the Fund (including by way of circulation of offering materials or information, including this Memorandum), must be restricted to investors considered as qualified investors within the meaning of the CISA and its implementing regulations. Failure to comply with the above-mentioned requirements may constitute a breach of the CISA. 104 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024115
UNTIED ARAB EMIRATES By receiving this Memorandum, the person or entity to whom it has been issued understands, acknowledges and agrees that neither this Memorandum nor the interests in the Fund have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emirates (“UAE”), the UAE Securities and Commodities Authority (the “SCA”) or any other authority in the UAE, nor has the entity conducting the placement in the UAE received authorization or licensing from the Central Bank of the UAE, the SCA or any other authority in the UAE to market or sell interests in the Fund within the UAE. The SCA accepts no liability in relation to the Fund and is not making any recommendation with respect to an investment in the Fund. No services relating to the interests in the Fund including the receipt of applications and/or the allotment or redemption of such interests have been or will be rendered within the UAE by the Fund. Nothing contained in this Memorandum is intended to constitute UAE investment, legal, tax, accounting or other professional advice. This Memorandum is for the information of prospective investors only and nothing in this Memorandum is intended to endorse or recommend a particular course of action. Prospective investors should consult with an appropriate professional for specific advice rendered on the basis of their situation. No offer or invitation to subscribe for interests or sale of interests in the Fund has been or will be rendered in, or to any persons in, or from, the Dubai International Finance Centre. UNITED KINGDOM In the United Kingdom, this Memorandum is being distributed only to and is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high-net-worth entities falling within Article 49(2) of the Order, and (iii) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Persons who are not relevant persons must not act on or rely on this Memorandum or any of its contents. Any investment or investment activity to which this Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. Recipients must not distribute, publish, reproduce, or disclose this Memorandum, in whole or in part, to any other person. 105 CONTROL NUMBER 257 - CONFIDENTIAL HOUSE_OVERSIGHT_024116















