IFB-Holdings LLC

Imprint

IFB-Holdings LLC

848 BRICKELL AVE.
PENTHOUSE 5
MIAMI, FL 33131

USA

Document Number: L24000281331
EIN: 99-3624533.
LEI: 3912009UMRTDTB3MEI08

A daughter company of International Finance Corporation Ltd.

Legal Adress:
10 HaTa'as St., 7th Floor (Beit-Hakaren). רח' התע''ש 10,
7th Floor (Beit-Hakaren). 7 בית הקרן) קומה)
52523 Ramat Gan (Tel-Aviv) רמת-גן
Israel

Office Address:
Ayalon House, 16th Floor
12 Abba Hillel Silver Street
53216 Tel Aviv (Ramat Gan)
Israel

Terms of Service Agreement

By accessing this website, you acknowledge and agree:

to each of the statements, disclosures and disclaimers contained herein, including that these materials herein (A) are for informational purposes only, (B) are not an offer or solicitation to buy or sell any securities (including interests in any IFC fund or third party hedge fund or private equity fund), and (C) should not be relied upon to make any investment decisions,
that in addition to any pre-existing non-disclosure agreement you may have with IFB-Holdings, you shall keep these materials confidential as described more fully in “Confidentiality of Information Made Available on intficorp.com or intfico.com” below, and
that you are an “Accredited Investor” within the meaning of Regulation D of the Securities Act and, to the extent you are a U.S. Person (as defined under Regulation S of the Securities Act), you are a “Qualified Purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended. This Webpage is not intended for any other use other than the purposes described herein.

This Terms of Service Agreement may be modified in the future from time to time without notice to you.

Defined terms used in this Terms and Conditions of Use can be found under “Defined Terms” below.

No Participation by Third Party Managers in Preparation: Neither the third party managers mentioned on This Webpage nor their affiliates have reviewed or approved these materials or participated in the preparation of these webpages. As a result, you acknowledge and agree that such managers and their affiliates are not responsible for, and are not making any representations, guarantees or warranties regarding, the accuracy, completeness or fairness of these webpages or the information about them contained therein. In addition, each manager and its affiliates disclIFC any liability in connection with these webpages or any investment you make in the manager’s fund (or in any IFC fund that invests in such manager’s fund) based on the information contained on these webpages. For the avoidance of doubt, IFC is not offering, and is not authorized to offer, interests in the manager’s fund.

Content Not To Be Construed as a Recommendation or Determination of Suitability:

The material on This Webpage has been prepared for informational purposes only without regard to any particular user's investment objectives or financial situation. The fact that IFC has made This Webpage available to you constitutes neither a recommendation to enter into a particular transaction nor a representation that any product described on This Webpage is suitable or appropriate for you. In particular, the fact that a third party manager or fund is featured on This Webpage should not be viewed as a recommendation or endorsement of such third party manager or fund, and it is possible that IFC could actually have a negative view of such third party manager or fund and would not recommend an investment. At any time, IFC may have an investment in such third party fund that may change without notice to you or your advisors. In addition, any IFC insights into a third party fund discussed on This Webpage are only examples of some issues that IFC has considered in evaluating such third party fund, and do not reflect all of the information, issues or factors, whether positive or negative, that have been or will be considered by IFC in making decisions with respect to such third party fund. As a result, these examples should not be relied upon in making an investment decision. In addition, certain of the sample issues may only reflect the opinions, views and/or beliefs of IFC about the third party fund and/or its manager rather than confirmed facts about such fund and/or manager.

Content Not To Be Construed as a Solicitation or Offering:

None of the material on This Webpage is to be construed as a solicitation, recommendation or offer to buy or sell any security, financial product or instrument. Any descriptions of fund terms set forth herein are only a summary of certain terms, are not intended to be complete, and are qualified in their entirety by the offering documents, subscription documents and other constituent documents of the applicable fund, which would need to be reviewed in order to receive a comprehensive set of terms and provisions. With respect to any specific third party manager or fund, IFC (i) is not such manager or fund’s marketer, adviser or agent, (ii) is not authorized to bind, or act on behalf of, them in any way or to make representations for or about them, and (iii) is not compensated by them for any such marketing activity

Not All Risks Are Disclosed; Private Advisors Should Be Consulted:

Many of the products described on This Webpage involve significant risks, and you should not enter into any transactions unless you have fully understood all such risks and have independently determined that such transactions are appropriate for you. Any discussion of the risks contained herein with respect to any product should not be considered to be a disclosure of all risks or a complete discussion of the risks that are mentioned. You should neither construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice nor make This Webpage the primary basis for any investment decisions made by or on behalf of you, your accountants, or your managed or fiduciary accounts. You are encouraged to consult your business advisor, attorney, and tax and accounting advisors concerning any contemplated transactions.

Confidentiality of Information Made Available on This Webpage:

You are not permitted to share, publish, transmit, or otherwise reproduce any information provided herein, in whole or in part, in any format to any third party (including any of your non-IFC advisors or the third party managers discussed on This Webpage ) without the express written consent of IFC. In addition, you are not permitted to alter, obscure, or remove any copyright, trademark or any other notices that are provided to you in connection with the information. These Terms and Conditions of Use are not intended to, and will not, transfer or grant any rights in or to the information other than those which are specifically described herein, and all rights not expressly granted herein are reserved by IFC or the third party providers from whom IFC has obtained the information. You are required to read and abide by any additional terms and conditions that may be posted on this service from time to time, including those that concern information obtained from specific third party providers. Such third party providers shall have no liability to you for monetary damages on account of the information provided to you via This Webpage .

No Obligation to Update:

These webpages have not been updated since, and all information is as of, the date indicated thereon. Any opinions or views stated on This Webpage are subject to change without notice for any reason, and IFC reserves the right in its sole discretion, at any time and from time to time, to add, modify, or remove any of the information without any notice to you or your advisors. In that regard, IFC disclIFC, and does not undertake, any obligation to update these webpages or otherwise notify you in the event that any views, opinions or facts stated on these webpages change or subsequently become inaccurate except to the extent required under any separate agreement between you and IFC. In addition, neither IFC nor any of its third party providers (including the third party managers discussed on This Webpage) shall have any responsibility to maintain the information or services made available on This Webpage or to supply any corrections, updates, or releases in connection therewith. Availability of information and services are subject to change without notice.

No Warranties Made as to Content:

IFC makes no warranty, express or implied, concerning This Webpage. IFC expressly disclIFC any implied warranty of merchantability or fitness for a particular purpose, including any warranty for the use or the results of the use of This Webpage with respect to their correctness, quality, accuracy, completeness, reliability, performance, timeliness, or continued availability. Although these webpages are based upon information and/or obtained from sources that IFC considers reliable, IFC has not verified this information and does not guarantee its accuracy, completeness, fairness or timeliness, and it should not be relied upon as such. Moreover, IFC has relied upon and assumed without independent verification the accuracy and completeness of all information available from public sources.

Indemnity: Without prejudice to any limitations of liability described in “Terms and Conditions of Use”, you will indemnify IFC and hold it harmless with respect to any liabilities (including all costs of investigation and defense) and other damages that directly or indirectly may derive from the failure to comply with the Terms and Conditions of Use hereunder, including, but not limited to, any liability or damage that directly or indirectly may derive from any use of This Webpage to make investment decisions or any breach by you or by any of your agents or delegates of these Terms and Conditions and Use.

Special Message for IFC Employees, representatives or intermediaries.

To the extent these webpages are accessed by IFC Employees, representatives or intermediaries, these webpages are intended only to facilitate discussions with IFC as to the opportunities available to clients. As a result, these webpages should not be considered comprehensive, should not be shared with any client who does not independently have access to This Webpage, and should not be relied upon in making an investment decision. In addition, these webpages are not intended to be used as a general guide to investing. They make no implied or express recommendations concerning the manner in which any client's account should or would be handled, as finding the appropriate investment strategies for a client will depend upon the client's investment objectives.

Not Reflective of other IFC Businesses’ Views: This Webpage has been prepared by IFC

Defined Terms: For purposes of this agreement,

"IFC" shall mean International Finance Corporation LTD and its affiliates, and their officers, directors, managing directors, partners, and employees,
"This Webpage” shall mean the website maintained by IFC (and its affiliates, as applicable)
the “Securities Act” shall mean U.S. Securities Act of 1933, as amended, and
“Sites” shall mean certain Internet sites.

THE MATERIAL HEREIN DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION WHERE OR TO ANY PERSON TO WHOM IT WOULD BE UNAUTHORIZED OR UNLAWFUL TO DO SO.

Prospective investors should inform themselves as to any applicable legal requirements and taxation and exchange control regulations in the countries of their citizenship, residence or domicile which might be relevant.

The material herein is provided for informational purposes only and should not be construed as investment advice or an offer or solicitation to buy or sell securities. The material is not intended to be used as a general guide to investing, or as a source of any specific investment recommendations, and makes no implied or express recommendations concerning the manner in which any client’s account should or would be handled, as appropriate investment strategies depend upon the client’s investment objectives.

For ERISA Investors: THE MATERIALS HEREIN ARE PROVIDED SOLELY ON THE BASIS THAT THEY WILL NOT CONSTITUTE INVESTMENT ADVICE AND WILL NOT FORM A PRIMARY BASIS FOR ANY PERSON'S OR PLAN'S INVESTMENT DECISIONS, AND IFC IS NOT A FIDUCIARY WITH RESPECT TO ANY PERSON OR PLAN BY REASON OF PROVIDING THE MATERIAL OR CONTENT HEREIN. PLAN FIDUCIARIES SHOULD CONSIDER THEIR OWN CIRCUMSTANCES IN ASSESSING ANY POTENTIAL INVESTMENT COURSE OF ACTION.

Disclosure Related to Certain FOIA Laws: Some of the information contained herein is non-public and proprietary in nature and may constitute trade secrets under certain state Freedom of Information Act laws (“FOIA Laws”), the disclosure of which could have adverse effects on the funds described herein and their investments. The information includes a detailed account of an investment strategy based on proprietary methods and techniques of financial analysis and valuation, which is used in IFC’ businesses. IFC has taken reasonable efforts to preserve the confidential nature of the information and derives independent economic value from the fact that such methods and techniques are not widely known. The confidential information was prepared by IFC solely in connection with a proposed investment in the funds described herein by the applicable recipient (the “Recipient”) and may not be disclosed, reproduced or used for any other purposes. The confidential information may be excepted from public disclosure pursuant to certain FOIA Laws. To the extent any requests are made for the information under a FOIA Law prior to the Recipient subscribing to the fund described herein, the Recipient agrees that it shall consider all such information to be proprietary, confidential and to constitute trade secrets under the applicable FOIA Law. Any information provided by or on behalf of the funds described herein must be returned or destroyed upon request of IFC. Please advise IFC if the Recipient is subject to any additional entity-specific (including, but not limited to, pursuant to internal policies) Freedom of Information Act or similar open records disclosure requirements before any disclosure pursuant to such requirements is made.

For prospective investors domiciled in the European Union accessing information on funds managed by IFC on This Webpage , please note the following:

The contents and tools presented in this website are made available for educational purposes and exclusively for Professional Investors.

For prospective investors domiciled in the following jurisdictions accessing information on funds managed by IFC, please note the following:

Switzerland:

For Qualified Investor use only – Not for distribution to general public.

Bahrain:

This material has not been reviewed by the Central Bank of Bahrain (CBB) and the CBB takes no responsibility for the accuracy of the statements or the information contained herein, or for the performance of the securities or related investment, nor shall the CBB have any liability to any person for damage or loss resulting from reliance on any statement or information contained herein. This material will not be issued, passed to, or made available to the public generally.

Kuwait

This material has not been approved for distribution in the State of Kuwait by the Ministry of Commerce and Industry or the Central Bank of Kuwait or any other relevant Kuwaiti government agency. The distribution of this material is, therefore, restricted in accordance with law no. 31 of 1990 and law no. 7 of 2010, as amended. No private or public offering of securities is being made in the State of Kuwait, and no agreement relating to the sale of any securities will be concluded in the State of Kuwait. No marketing, solicitation or inducement activities are being used to offer or market securities in the State of Kuwait.

Oman

The Capital Market Authority of the Sultanate of Oman (the "CMA") is not liable for the correctness or adequacy of information provided in this document or for identifying whether or not the services contemplated within this document are appropriate investment for a potential investor. The CMA shall also not be liable for any damage or loss resulting from reliance placed on the document.

Qatar

This document has not been, and will not be, registered with or reviewed or approved by the Qatar Financial Markets Authority, the Qatar Financial Centre Regulatory Authority or Qatar Central Bank and may not be publicly distributed. It is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.

Saudi Arabia

The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly declines any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. If you do not understand the contents of this document you should consult an authorised financial adviser.

These materials are presented to you by International Finance Corporation LTD. IFC is not authorised and regulated by the Capital Market Authority (“CMA”) in the Kingdom of Saudi Arabia. The CMA does not make any representation as to the accuracy or completeness of these materials, and expressly declines any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of these materials. If you do not understand the contents of these materials you should consult an authorised financial adviser.

UAE

This document has not been approved by, or filed with the Central Bank of the United Arab Emirates or the Securities and Commodities Authority. If you do not understand the contents of this document, you should consult with a financial advisor.

Japan:

The materials presented herein have not been issued or approved in Japan for the use of professional investors defined in Article 2 paragraph (31) of the Financial Instruments and Exchange Law by International Finance Corporation LTD

China:

Please note that International Finance Corporation LTD does not maintain any licenses, authorisations or registrations in the People’s Republic of China ("PRC") nor are any of the IFC funds registered in the PRC.

Taiwan:

The materials presented herein are provided at your request for informational purposes only and does not constitute a solicitation in any jurisdiction in which such a solicitation is unlawful or to any person to whom it is unlawful. Not all services or products can be made available in Taiwan. Any particular offer of funds may not have been and may not be registered with the Securities and Futures Bureau, Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may therefore not be capable of being sold or publicly offered in Taiwan. The IFC companies involved in any such promotion do not maintain any licenses, authorisations or registrations in Taiwan. Therefore, any subscriptions into the funds must be received in a currency foreign to, and to an account offshore, Taiwan. Any issue of units in such funds will not take effect until a valid subscription is received and accepted in accordance with the prospectus [or other offering document], outside Taiwan.

Australia:

In Australia, the material herein, and any access to it, is intended only for a person that has first satisfied IFC that:

• the person is a Sophisticated or Professional Investor for the purposes of section 708 of the Corporations Act of Australia; and

• the person is a wholesale client for the purpose of section 761G of the Corporations Act of Australia.

To the extent that the material herein contains any statement which may be considered to be financial product advice in Australia under the Corporations Act 2001 (Cth), that advice is intended to be given to the intended recipient of the material only, being a wholesale client for the purposes of the Corporations Act 2001 (Cth).

Any advice provided in the material herein is provided by International Finance Corporation LTD.

No offer to acquire any interest in a fund or a financial product is being made to you in the material herein. If the interests or financial products do become available in the future, the offer may be arranged by IFC in accordance with section 911A(2)(b) of the Corporations Act.

FOR DISTRIBUTION IN AUSTRALIA ONLY TO FINANCIAL INSTITUTIONS, FINANCIAL SERVICES LICENSEES AND THEIR ADVISERS. NOT FOR VIEWING BY RETAIL CLIENTS OR MEMBERS OF THE GENERAL PUBLIC.

Singapore:

Employees, representatives or intermediaries

The materials herein have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the material herein and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than (i) to an institutional investor specified in section 304 of the Securities and Futures Act, Chapter 289 of Singapore (“SFA”) or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Hong Kong:

The distribution of the materials herein and the placement of interests in the fund(s) mentioned in Hong Kong is restricted. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have in its possession for the purposes of issue, the materials herein, or any advertisement, invitation or document relating to the interests in the fund(s) mentioned, 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 with respect to the interests in the fund(s) mentioned which are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder.

Thailand:

Thai investors: Please note that neither IFC (Asia) LLC/ IFC (Singapore) Pte. / IFC Asset Management (Singapore) Pte. Ltd. nor any other entities involved in the IFC Asset Management (IFC) that provides material and information or enters or will enter into the relevant transactions, maintains any licenses, authorisations or registrations in Thailand nor is any of the material and information contained, or the relevant securities or products specified, herein approved or registered in Thailand. Interests in the relevant securities or products are not being offered or sold and may not be offered or sold in Thailand, except as permitted by the relevant laws and regulations.

The attached information is intended to be read by the addressee and has been provided at his/her request for informational purposes only and must not be copied or redistributed to any other person without the prior consent of the relevant IFC entity and in no way constitutes an offer, solicitation, advertisement or advice of, or in relation to, the relevant securities or products by any of IFC entity in Thailand.

Brunei:

Please note: the attached information has been provided at your request for informational purposes only and is not intended as a solicitation in respect of the purchase or sale of instruments or securities (including funds) or the provision of services. The funds mentioned herein are unregulated funds, and are therefore neither licensed under the Mutual Funds of Brunei nor registered under the Companies Act of Brunei. Neither IFC (Singapore) Pte nor IFC Asset Management (Singapore) Pte. Ltd. nor any of its affiliates is licensed as a dealer or investment advisor under the Securities Order of Brunei. The information has been provided to you solely for your own purposes and must not be copied or redistributed to any person without the prior consent of IFC Asset Management.

South Korea:

None of the funds referred to herein are registered in Korea, nor otherwise ready for distribution in Korea. The materials herein are provided for informational purposes only and do not constitute a solicitation in any jurisdiction in which such a solicitation is unlawful or to any person to whom it is unlawful. It only contains selected information with regards to the fund and does not constitute an offer to buy shares in the fund. In the event that investors in Korea decide to invest in such funds, those funds shall be registered in Korea before such funds can be sold in Korea. Prior to an investment, prospective investors should carefully read the latest offering documentation, including but not limited to the fund’s prospectus which contains inter alia a comprehensive disclosure of applicable risks. The relevant constitutional and offering documents are available free of charge at the fund’s principal office.

The material herein has been issued or approved for use in or from Hong Kong by IFC (Asia) L.L.C.

Canada:

The material herein has not been communicated in Canada by IFC Asset Management, L.P. (IFC LP). In certain provinces IFC LP is not registered to provide investment advisory or portfolio management services in respect of exchange-traded futures or options contracts and is not offering to provide such investment advisory or portfolio management services in such provinces by delivery of the material herein. IFC LP and certain of its affiliates may serve as the investment manager or adviser to the investment funds described in the material herein and may be entitled to receive fees in connection therewith. Accordingly, the investment funds may be considered a “related issuer” or “connected issuer” of IFC LP or certain of its affiliates for purposes of applicable Canadian securities laws. Further information concerning relationships between IFC LP and its affiliates and the investment funds described in the material herein is included in the applicable Canadian private placement offering documents pursuant to which the investment funds may be offered for sale in Canada.

Chile:

(1) La presente oferta se acoge a la Norma de Carácter General N° 336 de la Superintendencia de Valores y Seguros de Chile.

(2) La presente oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la Superintendencia de Valores y Seguros, por lo que los valores sobre los cuales ésta versa, no están sujetos a su fiscalización;

(3) Que por tratarse de valores no inscritos, no existe la obligación por parte del emisor de entregar en Chile información pública respecto de estos valores; y (iv) Estos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el Registro de Valores correspondiente.

Colombia:

The material herein does not constitute a public offer in the Republic of Colombia. The offer of the fund is addressed to less than one hundred specifically identified investors. The fund may not be promoted or marketed in Colombia or to Colombian residents, unless such promotion and marketing is made in compliance with Decree 2555 of 2010 and other applicable rules and regulations related to the promotion of foreign funds in Colombia. The distribution of this material and the offering of shares in the fund may be restricted in certain jurisdictions. The information contained in this material is for general guidance only, and it is the responsibility of any person or persons in possession of this material and wishing to make application for shares in the fund to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Prospective applicants for shares in the fund should inform themselves of any applicable legal requirements, exchange control regulations and applicable taxes in the countries of their respective citizenship, residence or domicile.

Mexico:

The securities offered hereby are not and will not be registered in the national securities registry (Registro Nacional De Valores) maintained by the Mexican Banking and Securities Commission (Comision Nacional Bancaria Y De Valores , “CNBV”). These securities may not be publicly offered or sold in Mexico without the applicability of an exemption for the private placement of securities pursuant to the Mexican Securities law. In making an investment decision, you should rely on your own review and examination of the fund / security. These securities are not being offered and may not be offered nor acquired within the territory of the United Mexican States. The information contained herein has not been reviewed or authorized by the CNBV. Any Mexican investor who acquires the securities does so at his or her own risk.

Peru:

The shares of the fund have not been registered before the Superintendencia del Mercado de Valores (“SMV”) and are being placed by means of a private offer. SMV has not reviewed the information provided to the investor.

Important Asset Class Risks

The following list of risk factors set forth below is not intended to be complete. Please carefully review the offering documents and any supplements thereto (copies of which will be available upon request) for a complete description of all information prior to investment. Please consult your own legal, tax and financial advisers about the risks of investment in private investment funds.

Supplemental Risk Disclosure for All Potential Direct and Indirect Investors in Hedge Funds and other private investment funds (collectively, “Alternative Investments")

In connection with your consideration of an investment in any Alternative Investment, you should be aware of the following risks:

Alternative Investments are subject to less regulation than other types of pooled investment vehicles such as mutual funds. Alternative Investments may impose significant fees, including incentive fees that are based upon a percentage of the realized and unrealized gains, and such fees may offset all or a significant portion of such Alternative Investment’s trading profits. An individual’s net returns may differ significantly from actual returns. Alternative Investments are not required to provide periodic pricing or valuation information. Investors may have limited rights with respect to their investments, including limited voting rights and participation in the management of the Alternative Investment.

Alternative Investments often engage in leverage and other investment practices that are extremely speculative and involve a high degree of risk. Such practices may increase the volatility of performance and the risk of investment loss, including the loss of the entire amount that is invested.

Alternative Investments may purchase instruments that are traded on exchanges located outside the United States that are “principal markets” and are subject to the risk that the counterparty will not perform with respect to contracts.

Past performance does not guarantee future results, which may vary. The value of investments and the income derived from investments will fluctuate and can go down as well as up. A loss of principal may occur.

Alternative Investments are offered in reliance upon an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering. No public or other market is available or will develop. Similarly, interests in an Alternative Investment are highly illiquid and generally are not transferable without the consent of the sponsor, and applicable securities and tax laws will limit transfers.

Alternative Investments may themselves invest in instruments that may be highly illiquid and extremely difficult to value. This also may limit your ability to redeem or transfer your investment or delay receipt of redemption or transfer proceeds.

Alternative Investments are not required to provide their investors with periodic pricing or valuation information.

Alternative Investments may involve complex tax and legal structures and accordingly are only suitable for sophisticated investors. You are urged to consult with your own tax, accounting and legal advisers regarding any investment in any Alternative Investment.

Conflicts of Interest

There may be conflicts of interest relating to the Alternative Investment and its service providers, including IFC and its affiliates. These activities and interests include potential multiple advisory, transactional and other interests in securities and instruments that may be purchased or sold by the Alternative Investment. These are considerations of which investors should be aware and additional information relating to these conflicts is set forth in the offering materials for the Alternative Investment.

Risks involved

Private Equity investments including, but not limited to, investments in managers, secondary transactions, and co-investments are speculative, highly illiquid, involve a high degree of risk and have high fees and expenses that could reduce returns; they are, therefore, intended for long-term investors who can accept such risks. Furthermore, restrictions on transferring interests in private equity funds may exist so prospective investors should be prepared to retain their investments in the fund until the fund liquidates. Private equity funds may borrow money or use leverage for a variety of purposes, which involves a high degree of risk including the risk that losses may be substantial. Lastly, the possibility of partial or total loss of a private equity fund's capital exists, and prospective investors should not subscribe unless they can readily bear the consequences of such loss.

Real estate investments including, but not limited to, energy and infrastructure involve a high degree of risk. Such risks include, but are not limited to, the financial conditions of tenants, changes in building, environmental, zoning and other laws, changes in real property tax rates, changes in interest rates and the availability or terms of debt financing, unavailability of or increased cost of certain types of insurance coverage, and other factors not within the control of the General Partner, such as an outbreak or escalation of major hostilities or other substantial national or international calamities or emergencies. There can be no assurance that the appraised value of a real estate investment will be accurate or further, that the appraised value would in fact be realized on the eventual disposition of such investment.

Investments in fixed income securities are subject to the risks associated with debt securities generally, including credit,interest rate, call and extension risk.

High-yield, lower-rated securities involve greater price volatility and present greater credit risks than higher-rated fixed income securities.

Mortgage-related and other asset-backed securities are subject to certain additional risks. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-backed securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, an investment in mortgage-backed securities may be subject to additional volatility. This is known as extension risk. In addition, adjustable and fixed rate mortgage-backed securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner than expected.

Economic, Social, and Governance (“ESG”) strategies may take risks or eliminate exposures found in other strategies or broad market benchmarks that may cause performance to diverge from the performance of these other strategies or market benchmarks. ESG strategies will be subject to the risks associated with their underlying investments’ asset classes. Further, the demand within certain markets or sectors that an ESG strategy targets may not develop as forecasted or may develop more slowly than anticipated.

Foreign and emerging markets investments may be more volatile and less liquid than investments in U.S. securities and are subject to the risks of currency fluctuations and adverse economic or political developments.

The currency market affords investors a substantial degree of leverage. This leverage presents the potential for substantial profits but also entails a high degree of risk including the risk that losses may be similarly substantial. Such transactions are considered suitable only for investors who are experienced in transactions of that kind. Currency fluctuations will also affect the value of an investment.

Commodity investments may be less liquid and more volatile than other investments. The risk of loss in trading commodities can be substantial due, but not limited to, volatile political, market and economic conditions. An investor’s returns may change radically at any time since commodities are subject, by nature, to abrupt changes in price. Commodity prices are volatile because they respond to many unpredictable factors including weather, labor strikes, inflation, foreign exchange rates, etc. In an individual account, because your position is leveraged, a small move against your position may result in a large loss. Losses may be larger than your initial deposit. Investors should carefully consider the inherent risk of such an investment in light of their experience, objectives, financial resources and other circumstances. No representation is made regarding the suitability of commodity investments.

Investments in master limited partnerships (“MLPs”) are subject to certain risks, including risks related to limited control and limited rights to vote, potential conflicts of interest, cash flow risks, dilution risks, limited liquidity and risks related to the general partner’s right to force sales at undesirable times or prices.