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A SALE OF ANY INTEREST IN, OR ANY SECURITY OF, THE ISSUER TO SUCH PURCHASER, TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE ISSUER AND THE PLACEMENT AGENT REGARDING THE OFFERING AND TO OBTAIN ANY
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THE SECURITIES DESCRIBED HEREIN WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE ISSUER WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. THE
SECURITIES DESCRIBED HEREIN WILL NOT BE RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
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No representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein is being made and nothing contained herein shall be relied upon as a promise or representation as to past or future performance of the Issuer or the
Portfolio Manager. The information contained herein does not purport to contain all of the information that may be required to evaluate such Securities and any recipient is urged to read the final Offering Memorandum relating to such Securities and should conduct its own
independent analysis of the data referred to herein. Any and all liability relating to this information is being disclaimed, including, without limitation, any express or implied representation or warranty for statements contained in and omissions from this information. None of the
Issuer, the Portfolio Manager or the Placement Agent expects to update or otherwise revise the information contained herein except by means of the final Offering Memorandum relating to such Securities. The Securities and other obligations of the Issuer are not issued by,
obligations of, or guaranteed by the Portfolio Manager, the Placement Agent, their respective affiliates or their respective investment professionals. The obligations of the Issuer are not deposit obligations of any financial institution.
Any prior investment results are presented for illustrative purposes only and are not indicative of the future results of the Issuer. Because of portfolio restrictions that will apply to the Issuer, the Issuer may not be able to make investments similar to those historically made by
the Portfolio Manager, its affiliates or its investment professionals. The Issuer has no operating history.
The Securities described herein, if and when offered, may only be sold to a person or an entity (i) which is both a “Qualified Institutional Buyer” and a “Qualified Purchaser” or an accredited investor who is a “Qualified Purchaser” or (ii) which is outside the U.S. and not a “U.S.
person”, each as defined under the Securities Act of 1933, as amended, and the rules promulgated there under or the Investment Company Act of 1940, as amended, and the rules promulgated there under. Such Securities are a speculative investment and are only suitable for
financially sophisticated investors with the willingness and ability to accept their inherent risks.
These materials contain statements that are not purely historical in nature, but are “forward-looking statements.” These include, among other things, projections, hypothetical performance analyses, hypothetical analyses of income, yield or return, future performance targets,
sample or pro forma portfolio structures or portfolio composition, scenario analyses, specific investment strategies and proposed or pro forma levels of diversification or sector investment. These forward-looking statements are based upon certain assumptions and involve
significant elements of subjective judgment and analysis. No representation is made that any returns indicated will be achieved or that all assumptions have been considered or stated. There is no assurance that the actual portfolio of the Issuer will be purchased or sold in a
manner consistent with the assumptions. Actual events are difficult to predict and are beyond the Issuer’s and the Portfolio Manager’s control. Hence, actual events may differ materially from those assumed. All forward-looking statements included are based on information
available on the date hereof and none of the Issuer, the Portfolio Manager, the Placement Agent or their respective affiliates assumes any duty to update any forward-looking statement. Some important factors which could cause actual results to differ materially from those in
any forward-looking statements include, without limitation, the actual composition of the collateral, the price at which such collateral is actually purchased by the Issuer, any defaults or losses on the collateral, the timing of any defaults and subsequent recoveries, the timing and
amount of prepayments on the collateral, the timing and yields on collateral reinvestment's, changes in interest rates, the degree to which the obligations of the Issuer are hedged, any weakening of the specific credits included in the collateral, and general economic, market,
legal and financial conditions. Other risk factors will be described in the final Offering Memorandum. Accordingly, there can be no assurance that hypothetical returns or projections can be realized, that forward-looking statements will materialize or that actual returns or
results will not be materially different than those presented.
Notwithstanding anything herein to the contrary, any party subject to confidentiality obligations hereunder (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, such party’s U.S. federal income tax
treatment and the U.S. federal income tax structure of the Securities described herein relating to such party and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. However, no such party
shall disclose any information relating to such tax treatment or tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws.
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