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The distribution of the Offering Memorandum and the offering of Participating Shares in certain jurisdictions is restricted.  There will be no public offering of Participating Shares and no offer to sell (or solicitation of an offer to buy) is being made in any jurisdiction in which such offer or solicitation would be unlawful.  It is the responsibility of any recipient of this Offering Memorandum to confirm and observe all applicable laws and regulations. The Fund is not licensed to provide financial product advice in Australia in relation to the issue of Participating Shares.  The Offering Memorandum is not a prospectus or product disclosure statement under the Corporations Act 2001 (Cth) (the "Corporations Act") and no such documents or cooling-off period regime are available in respect to the issue of Participating Shares. Accordingly, this Offering Memorandum may not be issued or distributed in Australia and the shares in the Fund may not be offered, issued, sold or distributed in Australia by the Directors, or any other person, under this Offering Memorandum other than by way of or pursuant to an offer or invitation that does not need disclosure to investors under Part 6D.2 or Part 7.9 of the Corporations Act or otherwise. This Offering Memorandum does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a 'retail client' (as defined in section 761G of the Corporations Act and applicable regulations) in Australia.