HIGHLY CONFIDENTIAL. NOT FOR DISTRIBUTION TO U.S.

PERSONS OR RETAIL INVESTORS UNLESS

PERMITTED UNDER LOCAL LAW. This is a marketing communication. PLEASE REFER TO THE PROSPECTUS
OF THE UNDERLYING FUND AND THE OFFERING MEMORANDUM AND KEY INFORMATION DOCUMENT (KID)
OF THE ACCESS FUND BEFORE MAKING ANY FINAL INVESTMENT DECISIONS.
AUGUST 31, 2024

Blackstone Private Credit Fund iCapital Offshore

Access Fund SPC (“BCRED-O” or the “Access Fund”)
Backed by Blackstone’s premier credit platform, BCRED-O offers an income-focused and defensively
positioned private credit solution to investors.

Income-Focused Defensively Positioned Premier Platform

Seeks high current income Focused on senior secured loans Backed by the world’s largest
in all market conditions (1) with structural protections alternative asset manager (2)

Distributions Annualized Distribution Rate Growth (3)(4)

August (Class I)
Annualized 9.9%
Share Class Distribution +32%
Distribution Rate (3)
Amount 7.4%

Class I (Dist.) $8.44 9.9%

Class A (Dist.) $7.71 9.0%

January 2022 December 2023

August 2024
Performance
Total Net Returns (% Net of Fees, except as noted) (5)

Share Class August Year to Date 1-Year 3-Year Annualized

Inception to Date
Class I 0.7% 7.4% 12.7% 9.3% 10.0%

Class A 0.6% 6.8% 11.8% 8.4% 9.1%

NAV per Share

Share Class NAV/Share Share Class NAV/Share
Class I (Acc.) $1,417.50 Class A (Acc.) $1,374.51

Class I (Dist.) $1,026.48 Class A (Dist.) $1,026.48

All figures as of August 31, 2024, unless otherwise noted. Although certain loans in which the Underlying Fund may invest will be
secured by collateral, there can be no assurance that such collateral could be readily liquidated or that the liquidation of such collateral
would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal. Past performance does not
predict future returns and there can be no assurance that BCRED will achieve results comparable to those of any of Blackstone Credit
& Insurance’s prior funds or be able to implement its strategy or achieve its investment objectives, including due to an inability to
access sufficient investment opportunities. Protections mentioned seek to mitigate risk but do not protect against risk or avoid
substantial losses. Shareholders who purchased shares after inception may have experienced different results. The Access Fund is
denominated in USD. Currency fluctuations may have an adverse effect on the value price or income of the product which may
increase or decrease as a result of changes in exchange rates. Distributions are not guaranteed. This product is subject to the risk of
capital loss. See “Use of Leverage” in the “Important Disclosure Information and Risk Factors” for additional information regarding
performance. Returns greater than one year are annualized. Please see Pages 6 to 8 for the relevant Endnotes.
BLACKSTONE PRIVATE CREDIT FUND iCAPITAL OFFSHORE ACCESS FUND SPC Blackstone | 1
 HIGHLY CONFIDENTIAL
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Blackstone Private Credit Fund iCapital Offshore

Access Fund SPC
Blackstone Private Credit Fund iCapital Offshore Access Fund SPC (the "Access Fund") will invest substantially all of its assets in Blackstone
Private Credit Fund (the "Underlying Fund" or "BCRED"), which seeks to invest a majority of its portfolio in privately originated and privately
negotiated U.S. senior secured floating rate loans and other private debt investments to focus on generating current income and, to a lesser
extent, long-term capital appreciation. BCRED brings Blackstone's institutional-caliber credit platform to income-focused investors. BCRED
itself is not offered to investors outside of the U.S.

The Access Fund is managed by iCapital Advisors, LLC, a subsidiary of Institutional Capital Network, Inc. (d/b/a iCapital Network), which is an
investment adviser registered with the U.S. Securities and Exchange Commission. Investors in the Access Fund will not be investors in
BCRED, will have no direct interest in BCRED, will have no voting rights in BCRED and will have no standing or recourse against BCRED or its
investment adviser, or any of their respective officers, trustees, directors, members, partners, shareholders, employees, agents or affiliates
(or any officer, director, member, partner, shareholder, employee or agent of any such affiliate).

Access Fund Terms(6)

Access Fund Subscriptions / NAV Frequency
 Monthly purchases effective as of the first calendar day of each month. Subscription requests must be received at least eight business days prior to the
first calendar day of the next month unless waived or agreed upon with the manager. Subscriptions are executed at the net asset value (“NAV”) of the
Access Fund (which is based on the NAV of the Underlying Fund) as of the last calendar month-end.
 Monthly NAV will generally equal the Access Fund’s NAV per share, which will generally be available several days following when the Underlying Fund’s
NAV is available, generally 30 calendar days after the prior month’s end.

Access Fund Repurchases

 Quarterly repurchases are expected (but not guaranteed) to be made at the NAV per share as of the last calendar day of each quarter (“Repurchase
Date”); repurchase requests must be received on or before the close of business 45 calendar days prior to the Repurchase Date.
 Shares outstanding for less than one year will be subject to an early repurchase deduction equal to 2% of the value of the shares being repurchased
calculated as of the Repurchase Date.
 The Access Fund intends to only accept repurchase requests to the extent and subject to the terms of repurchase offers conducted by the Underlying
Fund, expected to be for up to 5% of the Underlying Fund's common shares outstanding (either by number of shares or aggregate NAV) as of the
close of the previous calendar quarter.(7)

Minimum Initial Investment

USD $50,000(8)

Distributions(9)
Anticipated monthly. Cash distributions will be distributed by the Access Fund to shareholders holding distribution class shares pro rata based on their
respective NAV per share as promptly as possible. Shareholders may elect to reinvest their distributions through the accumulation class shares. For
accumulation class shares, distributions will be reinvested in the Underlying Fund (and will have such reinvested amounts reflected in the NAV per share of
such accumulation class shares).

Administrative Fees and Commission BCRED (Underlying Fund) Fees(6)

0.15% of NAV per annum for Class I. Incentive Fee
1.00% of NAV per annum for Class A. 12.5% on income (subject to 5% hurdle rate and catch-up)
The administrative fee is collected monthly and is based and realized gains net of realized and unrealized losses
on the shareholder’s NAV as of the beginning of the first Management Fee
calendar day of the applicable month. In addition to the 1.25% per annum on NAV
administrative fee, additional expenses will be borne by
the Access Fund such as audit, administration, tax, legal Total Annual Expenses(10)
and organizational costs. 10.26%
Annual Expenses (Excluding Interests Expense(11)
3.35%
This is a summary of terms only. Summaries of the Access Fund's and the Underlying Fund's terms are qualified in their entirely by the
Offering Memorandum, the Prospectus of the Underlying Fund, and the governing documents of the Access Fund and the Underlying
Fund, as each may be amended or supplemented from time to time. Distributions are not guaranteed. Please see pages 6 to 8 for the
relevant Endnotes.
BLACKSTONE PRIVATE CREDIT FUND iCAPITAL OFFSHORE ACCESS FUND SPC Blackstone | 2
 HIGHLY CONFIDENTIAL
NOT FOR DISTRIBUTION TO U.S. PERSONS OR RETAIL INVESTORS UNLESS PERMITTED UNDER LOCAL LAW

Underlying Fund (BCRED) Positioning

Portfolio Snapshot

$60.4B 97% 98% 43%

total assets (12) senior secured debt (13) floating rate debt (13) Average Issuer Loan-to-Value (14)

Total Asset Value (12) $60.4B Number of Positions 555

Net Asset Value (15) $36.0B Number of Industries 52
Average Monthly Fund Leverage (16) 0.7x Inception Date January 7, 2021
Average Issuer EBITDA (17) $234M

Asset Allocation (18) Top 5 Industries (at FMV) (19)

Software 27%

First Lien Senior Secured

91% Professional Services 11%
Second Lien
Senior Secured
Health Care Providers &
3% 11%
Services
Structured Finance
Investments - Debt Insurance 6%
Instruments
Investment in 1%
Equity & Other* Joint Venture IT Services 5%
2% 3%

Blackstone Credit & Insurance

Scale is a key factor in Credit
 One of the largest alternative credit managers (20) with a powerful origination platform
 A differentiated lender, providing solutions and expertise beyond capital aiming to create value for companies
 Ability to leverage knowledge and global insights of the Blackstone platform
Proven track record across market cycles
 Highly selective underwriting focused on risk mitigation (21) and strong risk-adjusted returns
 Extensive experience and focused on sectors with strong tailwinds and larger companies
 Strong historical performance of $100B+ invested in Direct Lending (22) with 0.07% of realized losses (23)

$330B ~20 ~$5B $234M

in AUM (24) years investing in US total illustrative value createdrevenue generated (26) by BXCI
direct lending (22) across Blackstone Credit & portfolio companies
Insurance’s (“BXCI”) portfolio
companies (25)
All figures as of August 31, 2024, unless otherwise noted. Blackstone products are subject to the risk of capital loss and investors may not get back the
amount originally invested. BCRED will generally invest in securities or loans rated below investment grade or not rated which should be considered to
have speculative characteristics. This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, and must be read in
conjunction with the Access Fund’s Offering Memorandum and BCRED’s prospectus in order to understand fully all of the implications and risks of the
offering to which this sales and advertising literature relates. Past performance does not predict future returns, and there can be no assurance that
any Blackstone fund or investment will achieve its objectives or avoid substantial losses. Numbers presented are since inception of the Value Creation
Program in 2016. Data presented is based on internal Blackstone data recorded and not from financial statements of portfolio companies. See
“Important Disclosure Information and Risk Factors” for more information. Please see Pages 6 to 8 for the relevant Endnotes.
* “Other” includes subordinated notes representing the equity of third party manage collateralized loan obligations (“CLO”) vehicles.
BLACKSTONE PRIVATE CREDIT FUND iCAPITAL OFFSHORE ACCESS FUND SPC Blackstone | 3
 HIGHLY CONFIDENTIAL
NOT FOR DISTRIBUTION TO U.S. PERSONS OR RETAIL INVESTORS UNLESS PERMITTED UNDER LOCAL LAW

BCRED-O Performance Summary

Total Net Returns(5)
Annualized
Share Class 1/7/21 - 12/31/21 1/1/22 - 12/31/22 1/1/23 - 12/31/23 1/1/24 – 8/31/24 August 2024
ITD

Class I 12.0% 3.3% 14.0% 7.4% 10.0% 0.7%

Class A 11.1% 2.4% 13.1% 6.8% 9.1% 0.6%

Distribution Rate Averages

Annualized August
Share Class 1/7/21 - 12/31/21 (27) 1/1/22 - 12/31/22 (27) 1/1/23 – 12/31/23 (27) 1/1/24 – 8/31/24 (27)
ITD (27) 2024 (3)

Class I 7.0% 8.1% 9.8% 9.8% 8.6% 9.9%

Class A 6.2% 7.2% 8.9% 9.0% 7.7% 9.0%

These figures refer to past performance. Past performance does not predict future returns.

Historical Total Net Returns (% Net of Fees)(5)

Share Class Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec YTD

Class I 0.9% 0.9% 1.1% 1.0% 0.9% 0.9% 0.8% 0.7% 7.4%
2024
Class A 0.8% 0.8% 1.1% 0.9% 0.8% 0.8% 0.8% 0.6% 6.8%

Class I 1.9% 0.8% 0.5% 1.2% 0.3% 1.3% 1.3% 1.1% 1.6% 0.6% 1.1% 1.5% 14.0%
2023
Class A 1.8% 0.7% 0.5% 1.1% 0.2% 1.2% 1.2% 1.0% 1.5% 0.6% 1.0% 1.4% 13.1%

Class I 0.6% 0.1% 0.7% 0.4% -1.2% -1.3% 1.6% 1.3% -1.3% 0.7% 1.3% 0.4% 3.3%
2022
Class A 0.5% 0.0% 0.6% 0.3% -1.3% -1.3% 1.5% 1.2% -1.4% 0.6% 1.2% 0.4% 2.4%

Class I 1.4% 1.0% 1.0% 1.0% 1.4% 1.1% 0.6% 0.8% 0.9% 0.7% 0.6% 1.0% 12.0%
2021
Class A 1.4% 0.9% 1.0% 0.9% 1.3% 1.1% 0.5% 0.7% 0.8% 0.7% 0.5% 0.9% 11.1%

Past performance does not predict future returns. Distribution payments are not guaranteed.

All figures as of August 31, 2024, unless otherwise noted. There is no assurance that the Access Fund or BCRED will achieve results
comparable to prior results, or that the Access Fund or BCRED will be able to implement its respective investment strategy or achieve
their investment objectives or profitability. The performance of the Access Fund will be lower and could be materially lower, than the
performance achieved at BCRED’s level. Shareholders who purchased shares after inception may have experienced different results.
The Access Fund is denominated in USD. Currency fluctuations may have an adverse effect on the value price or income of the product
which may increase or decrease as a result of changes in exchange rates. See “Use of Leverage” in the “Important Disclosure
Information and Risk Factors” for more information regarding performance. Returns greater than one year are annualized. Please see
Pages 6 to 8 for the relevant Endnotes.
BLACKSTONE PRIVATE CREDIT FUND iCAPITAL OFFSHORE ACCESS FUND SPC Blackstone | 4
 HIGHLY CONFIDENTIAL
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BCRED-O Performance Summary

Historical Distributions(9)
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec YTD

Class I Monthly $8.40 $8.39 $8.40 $8.39 $8.40 $8.40 $8.42 $8.44 $67.24
(Dist.) Special -- -- -- -- -- -- -- -- -- -- -- -- --
2024
Class A Monthly $7.68 $7.67 $7.68 $7.67 $7.67 $7.67 $7.69 $7.71 $61.44
(Dist.) Special -- -- -- -- -- -- -- -- -- -- -- -- --

Class I Monthly $7.98 $7.99 $7.99 $7.98 $7.98 $7.99 $8.00 $8.36 $8.37 $8.38 $8.37 $8.31 $97.70
(Dist.) Special -- -- -- -- -- -- -- -- -- -- -- -- --
2023
Class A Monthly $7.28 $7.28 $7.29 $7.27 $7.27 $7.29 $7.29 $7.65 $7.66 $7.67 $7.66 $7.59 $89.20
(Dist.) Special -- -- -- -- -- -- -- -- -- -- -- -- --

Class I Monthly $6.44 $6.43 $6.46 $6.26 $6.63 $6.53 $7.08 $6.49 $6.60 $7.37 $7.14 $8.14 $81.57
(Dist.) Special -- -- -- -- -- -- -- $2.72 -- -- -- -- $2.72
2022
Class A Monthly $5.70 $5.69 $5.73 $5.53 $5.90 $5.82 $6.38 $5.78 $5.89 $6.67 $6.45 $7.44 $72.98
(Dist.) Special -- -- -- -- -- -- -- $2.72 -- -- -- -- $2.72

Class I Monthly $4.12 $5.26 $5.37 $5.71 $5.72 $6.44 $6.55 $6.55 $6.55 $6.30 $6.78 $6.54 $71.89
(Dist.) Special -- -- -- -- -- $4.78 -- -- -- -- -- $2.73 $7.51
2021
Class A Monthly $3.55 $4.55 $4.65 $4.98 $5.00 $5.71 $5.82 $5.82 $5.82 $5.56 $6.05 $5.81 $63.32
(Dist.) Special -- -- -- -- -- $4.78 -- -- -- -- -- $2.73 $7.51

Historical NAV Per Share

Share Class Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Class I (Acc) $1,331.31 $1,343.47 $1,358.91 $1,371.90 $1,383.72 $1,396.35 $1,407.94 $1,417.50
Class I (Dist) $1,020.74 $1,021.67 $1,025.01 $1,026.41 $1,026.86 $1,027.83 $1,027.95 $1,026.48
2024 Class A (Acc) $1,297.30 $1,308.23 $1,322.34 $1,334.04 $1,344.59 $1,355.91 $1,366.20 $1,374.51
Class A (Dist) $1,020.74 $1,021.67 $1,025.01 $1,026.41 $1,026.86 $1,027.83 $1,027.95 $1,026.48
Class I (Acc) $1,178.54 $1,187.67 $1,193.97 $1,208.50 $1,211.95 $1,227.91 $1,243.97 $1,257.62 $1,277.81 $1,286.08 $1,299.59 $1,319.23
Class I (Dist) $995.89 $995.62 $992.91 $997.02 $991.89 $996.96 $1,002.00 $1,004.63 $1,012.40 $1,010.56 $1,012.81 $1,019.80
2023
Class A (Acc) $1,158.14 $1,166.29 $1,171.65 $1,185.08 $1,187.62 $1,202.42 $1,217.29 $1,229.78 $1,248.66 $1,255.85 $1,268.17 $1,286.42
Class A (Dist) $995.89 $995.62 $992.91 $997.02 $991.89 $996.96 $1,002.00 $1,004.63 $1,012.40 $1,010.56 $1,012.81 $1,019.80
Class I (Acc) $1,126.95 $1,128.28 $1,136.21 $1,140.46 $1,126.54 $1,112.43 $1,130.25 $1,145.20 $1,129.93 $1,137.47 $1,151.74 $1,156.84
Class I (Dist) $1,037.16 $1,031.96 $1,032.76 $1,030.36 $1,011.15 $991.95 $1,000.75 $1,004.75 $984.75 $983.95 $989.15 $985.39
2022
Class A (Acc) $1,116.86 $1,117.39 $1,124.45 $1,127.86 $1,113.30 $1,098.56 $1,115.38 $1,129.35 $1,113.49 $1,120.13 $1,133.38 $1,137.60
Class A (Dist) $1,037.16 $1,031.96 $1,032.76 $1,030.36 $1,011.15 $991.95 $1,000.75 $1,004.75 $984.75 $983.95 $989.15 $985.39
Class I (Acc) $1,014.11 $1,023.81 $1,034.46 $1,044.30 $1,058.70 $1,070.62 $1,077.00 $1,085.51 $1,094.91 $1,102.83 $1,109.19 $1,120.00
Class I (Dist) $1,009.99 $1,014.38 $1,019.58 $1,023.57 $1,031.96 $1,032.36 $1,031.96 $1,033.56 $1,035.96 $1,037.16 $1,036.36 $1,037.16
2021
Class A (Acc) $1,013.54 $1,022.51 $1,032.43 $1,041.52 $1,055.14 $1,066.27 $1,071.87 $1,079.58 $1,088.16 $1,095.27 $1,100.81 $1,110.75
Class A (Dist) $1,009.99 $1,014.38 $1,019.58 $1,023.57 $1,031.96 $1,032.36 $1,031.96 $1,033.56 $1,035.96 $1,037.16 $1,036.36 $1,037.16

Past performance does not predict future returns. Distribution payments are not guaranteed.

All figures as of August 31, 2024, unless otherwise noted. There is no assurance that the Access Fund or BCRED will achieve results
comparable to prior results, or that the Access Fund or BCRED will be able to implement its respective investment strategy or achieve
their investment objectives or profitability. The performance of the Access Fund will be lower and could be materially lower, than the
performance achieved at BCRED’s level. Shareholders who purchased shares after inception may have experienced different results.
The Access Fund is denominated in USD. Currency fluctuations may have an adverse effect on the value price or income of the product
which may increase or decrease as a result of changes in exchange rates. See “Use of Leverage” in the “Important Disclosure
Information and Risk Factors” for more information regarding performance. Please see Pages 6 to 8 for the relevant Endnotes.
BLACKSTONE PRIVATE CREDIT FUND iCAPITAL OFFSHORE ACCESS FUND SPC Blackstone | 5
 HIGHLY CONFIDENTIAL
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End Notes supplemented from time to time.

IMPORTANT NOTE REGARDING FEES AND EXPENSES 7. The Underlying Fund is not obligated to repurchase any
Investors in the Access Fund will be subject to fees and expenses shares and may choose to repurchase only some, or even
(including a management fee and an incentive fee composed of an none, of the shares that have been requested to be
income component and a capital appreciation component of the repurchased; this includes shares of the Underlying Fund held
Underlying Fund) in addition to the Access Fund’s expenses and by the Access Fund. The Underlying Fund’s share repurchase
administrative fee. As a result, Access Fund investors will program is subject to other limitations and its board of
experience lower returns than investors subscribing directly to the trustees may make exceptions to, modify or suspend the
corresponding class of the Underlying Fund. The summary
information contained herein is highly confidential, has been program.
provided to you for informational purposes only, may not be 8. Minimum investment for U.K. and EEA Investors is $150K to
shared with any party other than the intended recipient and may satisfy prospectus exemption.
not be relied upon in any manner as legal, tax or investment 9. Distributions are not guaranteed. Distributions have been and
advice or as an offer to sell or a solicitation of an offer to buy any may in the future be funded through sources other net
securities or investment products referred to herein. A private investment income. There is no assurance that we will pay
offering of interest in the securities described herein may only be distributions in any particular amount, if any at all. Any
made pursuant to a memorandum (the “Offering Memorandum”) distributions we make will be at the discretion of our Board of
and the applicable subscription and governing documents, which
will be furnished to certain qualified investors on a confidential Trustees (the “Board”). We may fund any distributions from
basis at their request. sources other than cash flow from operations, including,
without limitation, the sale of assets, borrowings, return of
1. There can be no assurance that any Blackstone fund or capital or offering proceeds, and although we generally
investment will achieve its objectives or avoid substantial expect to fund distributions from cash flows from operations,
losses. we have not established limits on the amounts we may pay
2. Based on Blackstone analysis of company earnings form such sources. As of August 31, 2024, 100% of inception
presentations and calls as of June 30, 2024, or latest publicly to date distributions were funded from cash flows from net
available data . investment income or realized short-term capital gains, rather
3. Annualized Distribution Rate is presented for the distributing than a return of capital. See “Important Disclosure
class and reflects the current month’s distribution annualized Information and Risk Factors” and the Access Fund’s Offering
and divided by the prior month’s NAV (for distributing class). Memorandum.
Distributions are not guaranteed. Distributions shown are net 10. As of December 31, 2023 and denominator used to calculate
of fees. Past performance does not predict future returns. annual expenses is based on the total average net assets
Distributions have been and may in the future be funded attributable to the Underlying Fund’s Class I common shares
through sources other than net investment income. We as of such date. the Access Fund invests substantially all of its
cannot guarantee that we will make distributions, and if we assets into the Underlying Fund’s Class I Shares. “Annual
do we may fund such distributions from sources other than Expenses” are composed of Base management fees, Incentive
cash flow from operations, including the sale of assets, fees, Shareholder servicing and/or distribution fees, Interest
borrowings, return of capital, or offering proceeds and payments on borrowed funds (“interest expense”), and Other
although we generally expect to fund distributions from cash expenses, as set forth in more detail in the Underlying Fund’s
flow from operations, we have not established limits on the prospectus. Actual expenses may be greater or less than
amounts we may pay from such sources. As of August 31, shown and these figures should not be considered a
2024, 100% of inception to date distributions were funded representation of future expenses. Other expenses include
from net investment income or realized short-term capital professional fees, the Underlying Fund’s Board fees,
gains, rather than a return of capital. A return of capital (1) is a administrative service expenses, other general and
return of the original amount invested, (2) does not administrative costs, organization costs, amortization of
constitute earnings or profits and (3) will have the effect of continuous offering costs and excise tax expense. Other
reducing the basis such that when a shareholder sells its expenses represent the estimated annual other expenses of
shares the sale may be subject to taxes even if the shares are the Underlying Fund and its subsidiaries based on actual
sold for less than the original purchase price. amounts of other expenses for the fiscal year ended
4. January 2022 reflects the period prior to the Federal December 31, 2023. Further, on October 5, 2020, the
Reserve’s series of rate increases. Underlying Fund entered into an Expense Support and
5. Inception date for Class I: January 7, 2021. Total Net Return is Conditional Reimbursement Agreement (the “Expense
calculated as the change in NAV per share during the period, Support Agreement”) with the Blackstone Credit BDC
plus distributions per share (assuming dividends and Advisors LLC (the “Adviser”), pursuant to which the Adviser
distributions are reinvested) divided by the beginning NAV may elect to pay certain of the Underlying Fund’s expenses
per share. Returns greater than one year are annualized. on the Underlying Fund’s behalf, including organization and
Returns shown are derived from unaudited financial offering expenses (but no interest expense or shareholder
information and are net of all expenses, including general and servicing and/or distribution fees of the Underlying Fund) and
administrative expenses, transaction related expenses, will be entitled to reimbursement of such expenses from the
management fees, incentive fees, and share class specific Underlying Fund if Available Operating Funds (as defined in
fees, but exclude the impact of early repurchase deductions the prospectus) exceed the cumulative distributions accrued
on the repurchase of shares that have been outstanding for to the Underlying Fund’s shareholders. Because the Adviser’s
less than one year. Past performance does not predict future obligation to pay certain of our expenses is voluntary, the
returns. The returns have been prepared using unaudited table above does not reflect the impact of any expense
data and valuations of the underlying investments in support from the Adviser. the Underlying Fund borrows funds
Underlying Fund’s portfolio, which are estimates of fair value to make investments. The costs associated with such
and form the basis for Underlying Fund’s NAV. Valuations borrowing may change over time, including due to interest
based upon unaudited reports from the underlying rates on borrowing and utilization, and will be indirectly borne
investments may be subject to later adjustments, may not by the Underlying Fund shareholders. The interest expense
correspond to realized value and may not accurately reflect used herein is estimated based on actual amounts of the
the price at which assets could be liquidated. interest payment on borrowed funds incurred during the
6. This is a summary of terms only. Summaries of the Access fiscal year ended December 31, 2023, divided by the
Fund’s and the Underlying Fund’s terms are qualified in their Underlying Fund’s weighted average net assets. Although
entirety by the Offering Memorandum, the prospectus of the leverage has the potential to enhance overall returns that
Underlying Fund, and the governing documents of the Access exceed the Underlying Fund’s cost of funds,
Fund and the Underlying Fund, as each may be amended or

BLACKSTONE PRIVATE CREDIT FUND iCAPITAL OFFSHORE ACCESS FUND SPC Blackstone | 6
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End Notes (Continued)

10. (con’t) it will further diminish returns (or increase losses on certain other Blackstone Credit & Insurance managed funds
capital) to the extent overall returns are less than the and accounts) and, with respect to certain transactions,
Underlying Fund’s cost of funds. investments allocated to affiliates of Blackstone Credit &
11. Based on Annual Expenses as set forth above, exclusive of Insurance, which may be sold to Blackstone Credit &
Insurance managed funds or accounts in the future (the
interest expense. See explanation above for important “North America Direct Lending track record”). The track
information. record includes investments for periods prior to December 31,
12. Measured at fair market value. 2017, in BDCs that were sub-advised by Blackstone Credit &
13. As a percentage of BCRED’s investment portfolio excluding Insurance on a non-discretionary basis until April 9, 2018 (the
equity investments in joint ventures, which have similar “Sub-Advised Investments”). With respect to certain
portfolio composition and underlying qualities. transactions, the North America Direct Lending track record
14. As of June 30, 2024. Average loan-to-value represents the includes free equity and/or warrants that accompanied the
net ratio of loan-to-value for each portfolio company, debt financings, as well as any loans or securities into which
weighted based on the fair value of total applicable private the applicable first lien and unitranche debt may have been
restructured subsequent to Blackstone Credit & Insurance's
debt investments. Loan-to-value is calculated as the current initial investment. The North America Direct Lending track
total net debt through each respective loan tranche divided record excludes (i) broadly syndicated, mezzanine, second
by the estimated enterprise value of the portfolio company as lien and equity (other than the aforementioned free equity
of the most recently available information. Includes all private and/or warrants or securities issued upon restructuring)
debt investments for which fair value is determined by the transactions, among others and (ii) transactions where
Board in conjunction with a third-party valuation firm and Blackstone Credit & Insurance's invested capital (net of
excludes quoted assets. Amounts are weighted on fair market transactions fees) was under $25 million.
value of each respective investment. Amounts were derived 23. As of June 30, 2024. Represents annualized net losses for
from the most recently available portfolio company financial substantially realized investments. Whether an investment is
substantially realized is determined in the manager’s
statements, have not been independently verified by BCRED, discretion. Investments are included in the loss rate if (1) a
and may reflect a normalized or adjusted amount. payment was missed, (2) bankruptcy was declared, (3) there
Accordingly, BCRED makes no representation or warranty in was a restructuring, or (4) it was realized with a total multiple
respect of this information. See BCRED’s prospectus. on invested capital less than 1.0x. Net losses include all profits
15. Net Asset Value is calculated as total assets (e.g., investments and losses associated with these investments, including
at fair market value, cash, trade receivables and other assets) interest payments received. Net losses are represented in the
less total liabilities (e.g., drawn leverage, unsettled trade year the investment is substantially realized and excludes all
payables and other liabilities) as determined in accordance losses associated with unrealized investments. The
with US Generally Accepted Accounting Principles ("GAAP"). annualized net loss rate is the net losses divided by the
16. The leverage has been calculated using the average daily average annual remaining invested capital within the
borrowings during the month divided by average net assets. platform. Investments sourced by Blackstone Credit &
17. As of June 30, 2024. Average last-twelve-month (“LTM”) LTM Insurance for the Sub-Advised Investments did, in certain
EBITDA includes all private debt investments for which fair cases, experience defaults and losses after Blackstone Credit
value is determined by BCRED’s Board in conjunction with a & Insurance was no longer sub-adviser, and such defaults and
third-party valuation firm and excludes quoted assets. EBITDA losses are not included in the rates provided. Prior to
is a non-GAAP financial measure/ For a particular portfolio December 31, 2022, the methodology used by the North
company, LTM EBITDA is generally defined as net income America Direct Lending track record for calculating the
before net interest expense, income tax expense, depreciation platform’s average annual loss rate was based on net loss of
and amortization over the preceding 12-month period. principal resulting only from payment defaults in the year of
Amounts are weighted on fair market value of each respective default which would exclude interest payments. Past
investment. Amounts were derived from the most recently performance does not predict future returns, and there can
available portfolio company financial statements, have not be no assurance that Blackstone Credit & Insurance will
been independently verified by BCRED, and may reflect a achieve comparable results or that any entity or account
normalized or adjusted amount. Accordingly, BCRED makes no managed by or advised by Blackstone Credit & Insurance will
representation or warranty in respect of this information. be able to implement its investment strategy or achieve its
18. Measured as the fair market value of investments for each investment objectives.
category against the total fair market value of all investments. 24. AUM is estimated and unaudited as of June 30, 2024. The
Totals may not sum due to rounding. Unsecured debt is not AUM for Blackstone, Blackstone Credit & Insurance or any
shown and amounts to <0.1%. specific fund, account or investment strategy presented in
19. Measured as the fair market value of investments for each this Presentation may differ from any comparable AUM
category against the total fair market value of all investments. disclosure in other non-public or public sources (including
Totals may not sum due to rounding. BCRED's investment in public regulatory filings) due to, among other factors,
joint ventures are excluded from the industry top 5. methods of net asset value and capital commitment
20. Based on Blackstone Credit & Insurance’s analysis of company reporting, differences in categorizing certain funds and
earnings presentations and calls, as of June 30, 2024, and accounts within specific investment strategies and exclusion
latest publicly available data published by Blackstone Credit & of certain funds and accounts, or any part of net asset value
Insurance’s Peers. or capital commitment thereof, from the related AUM
21. Blackstone products are subject to the risk of capital loss and calculations. Certain of these differences are in some cases
investors may not get back the amount originally invested. required by applicable regulation. All figures are subject to
22. As of June 30, 2024. Represents U.S. and Canada first lien change.
and unitranche debt or non-U.S. first lien and unitranche debt 25. As of June 30, 2024. Numbers presented are since inception
where >50% of the revenue is generated from the U.S. of the Value Creation Program in 2016. Data presented is
(which may be secured by the applicable borrower's assets based on internal Blackstone data recorded and not from
and/or equity) transactions in companies that were originated financial statements of portfolio companies. Represents the
or anchored by certain Blackstone Credit & Insurance
managed, advised or sub-advised funds (including BCRED, sum of (a) estimated identified total cost reduction at the
Blackstone Credit & Insurance managed mezzanine funds and time cost is benchmarked with portfolio companies multiplied
Blackstone Credit & Insurance sub-advised BDCs, as well as by the average enterprise value multiple across the portfolio,

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End Notes (Continued)

25. (con’t) by finding the mean of the enterprise value
multiples at time of BXCI's initial investments, and (b) total
revenue from introductions across Blackstone portfolio
companies multiplied by EBITDA margin and multiple at
investment of the portfolio company, with the exception of
significantly longer term projects (projects that are greater
than or equal to 10 years in project duration) in which total
revenue is multiplied by EBITDA margin. The number is
presented for illustrative purposes and does not reflect
actual realized proceeds to BXCI, to BCRED, or to the
equity sponsor or the company, and there can be no
assurance that realized proceeds received by Blackstone or
any investor in a Blackstone fund will be increased as a
result.
26. Numbers presented are since inception of the Value
Creation Program in 2016. Data presented is based on internal
Blackstone data recorded and not from financial statements of
portfolio companies. Represents total contract value,
including multi-year contracts.
27. Average Annualized Distribution Rate is presented for the
distributing class and reflects the noted period’s
distribution and divided by the beginning period of NAV
(for distributing class). Periods greater than one year are
annualized. Past performance does not predict future
returns. Distributions may be funded through sources
other than cash flow. As of August 31, 2024, 100% of
inception to date distributions were funded from net
investment income or realized short-term capital gains,
rather than a return of capital. Distributions are not
guaranteed. Distributions shown are net of fees.

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Important Disclosure Information and Risk Factors

This material may not be relied on in any manner as legal, tax or investment advice, a recommendation, or as an offer to sell, a solicitation of an
offer to purchase or a recommendation of any interest in any fund or security offered by Institutional Capital Network, Inc and affiliates (herein
“iCapital Network”).

PROSPECTIVE INVESTORS SHOULD BE AWARE THAT ICAPITAL ADVISORS, LLC (“ICAPITAL”, OR THE “INVESTMENT MANAGER”)
HAS NOT PARTICIPATED IN THE CREATION OF THIS MATERIAL (OTHER THAN PROVISION OF INFORMATION RELATED SOLELY TO
ICAPITAL OR THE ACCESS FUND, INCLUDING ACCESS FUND PERFORMANCE DATA AND RELATED DISCLOSURES, AND THE
DISCLOSURES SET FORTH IN THIS AND THE FOLLOWING TWO PARAGRAPHS), NOR DOES ICAPITAL ENDORSE OR APPROVE THE
CONTENT HEREOF BEYOND SUCH DATA.

iCapital did not otherwise prepare or generate, or assist in the preparation or generation of, or edit in any manner any other content
in this material and makes no representation as to its accuracy or completeness. Except for information related solely to iCapital or
the Access Fund, including Access Fund performance data, none of the content in this material (including, without limitation, that
relating to the Underlying Fund or Blackstone Inc. (“Blackstone”) or its affiliates) has been endorsed or approved by, nor does it
necessarily reflect the views of, iCapital, which accepts no liability for losses arising from the use of such content presented herein.
This material includes information about the Underlying Fund provided by affiliates of Blackstone and the inclusion herein is not
intended to be an approval, support or recommendation of the Underlying Fund’s investment adviser or its supervised persons.
iCapital may have issued, and may in the future issue, material that is inconsistent with, and reaches different conclusions from, the
information presented in this material that was not provided by iCapital. iCapital is under no obligation to ensure that such other
reports are brought to the attention of any recipient of this material.

iCapital itself is not a current client of, or investor in a private fund advised by, Blackstone; however, iCapital sponsors and manages
the Access Fund, which is an investor in the Underlying Fund, which is advised by Blackstone Credit BDC Advisors LLC (the
“Adviser”), as well as other access funds that invest in other Blackstone-managed vehicles. Prospective investors in the Access Fund
should be aware that, as a result of the relationship between iCapital and Blackstone and its affiliates created by the access fund
arrangement discussed herein (1) iCapital is financially compensated for the arrangement by the payment of certain administrative
fees borne by investors in the Access Fund (which are calculated as described in “SUMMARY OF PRINCIPAL TERMS OF THE ACCESS
FUND – Management Fee” or corollary section of the Access Fund Offering Memorandum), and (2) the existence of such
compensation may create conflicts of interest whereby, for example, iCapital may be more inclined (a) to establish access funds
(including the Access Fund) (i) for investment in underlying vehicles (including the Underlying Fund) sponsored or managed by
Blackstone and its affiliates, than for investment in investment funds sponsored or managed by other fund managers, and (ii) upon
terms and conditions more favorable to Blackstone and its affiliates than iCapital would otherwise agree to in the absence of such
compensation; or (b) to make positive statements about Blackstone or the Underlying Fund in order to encourage investors to make
a larger investment in the Access Fund, thereby increasing the fees paid to iCapital.

Blackstone does not directly or indirectly provide compensation to iCapital with respect to the Access Fund.

Further, Blackstone is not a current client of, or investor in a private fund advised by, iCapital, and prospective investors should
likewise be aware that Blackstone and its affiliates are compensated by payment at the Underlying Fund level of, as applicable,
management fees and incentive fees, including those derived from the Access Fund’s investment in the Underlying Fund, and such
other fees as may be described in the Underlying Fund’s constituent documents, and that the presence of such compensation may
create conflicts of interest for Blackstone correlated to those described above. This material is not intended to be an approval,
support or recommendation of the Access Fund’s investment manager or its supervised persons. Although the Access Fund by its
terms invests in the Underlying Fund and bears the expenses related thereto that are generally applicable to all investors in the
Underlying Fund, such fees are not provided in connection with any endorsement provided by Blackstone, and iCapital does not
otherwise directly or indirectly provide compensation to Blackstone with respect to the Access Fund or the Underlying Fund.
Blackstone owns a minority position of the outstanding equity securities of Institutional Capital Network, Inc.

This is a marketing communication. This material must be read in conjunction with the Access Fund’s Offering Memorandum, including
BCRED’s prospectus incorporated by reference therein, and, where required to be provided to investors by regulation, the Access Fund’s Key
Information Document (“KID”) in order to fully understand all the implications and risks of the offering of the Access Fund’s securities to which it
relates. This material is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only by the Access Fund’s
Offering Memorandum and KID, where required by regulation. The information provided for herein is for illustrative purposes only, and solely to
provide information regarding BCRED, in which the Access Fund invests, and the Access Fund.

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Important Disclosure Information and Risk Factors

The summary of risk factors below reflects the risks of investing in the Underlying Fund. As explained above, the Access Fund invests
substantially all of its assets in the Underlying Fund. The risks below therefore reflect the risks that the Access Fund is exposed to as a
result of the Access Fund’s investment in the Underlying Fund.

Summary of Key Risk Factors of the Underlying Fund

Blackstone Private Credit Fund (“BCRED”) is a non-exchange traded business development company (“BDC”) that expects to invest at least
80% of its total assets (net assets plus borrowings for investment purposes) in private credit investments (loans, bonds and other credit
instruments that are issued in private offerings or issued by private companies). This investment involves a high degree of risk. You should
purchase these securities only if you can afford the complete loss of your investment. You should read the prospectus carefully for a description
of the risks associated with an investment in BCRED. These risks include, but are not limited to, the following:
 There is no assurance that we will achieve our investment objectives.
 This is a “blind pool” offering and thus you will not have the opportunity to evaluate our investments before we make them.
 You should not expect to be able to sell your shares regardless of how we perform.
 You should consider that you may not have access to the money you invest for an extended period of time.
 We do not intend to list our shares on any securities exchange, and we do not expect a secondary market in our shares to develop prior to
any listing.
 Because you may be unable to sell your shares, you will be unable to reduce your exposure in any market downturn.
 We have implemented a share repurchase program, but only a limited number of shares will be eligible for repurchase and repurchases
will be subject to available liquidity and other significant restrictions.
 An investment in our common shares is not suitable for you if you need access to the money you invest. See “Suitability Standards” and
“Share Repurchase Program” in the prospectus.
 You will bear substantial fees and expenses in connection with your investment. See “Fees and Expenses” in the prospectus.
 We cannot guarantee that we will make distributions, and if we do we may fund such distributions from sources other than cash flow
from operations, including the sale of assets, borrowings, return of capital, or offering proceeds, and although we generally expect to fund
distributions from cash flow from operations, we have not established limits on the amounts we may pay from such sources.
 Distributions may also be funded in significant part, directly or indirectly, from temporary waivers or expense reimbursements borne by
Blackstone Credit BDC Advisors LLC (the “Adviser”) or its affiliates, that may be subject to reimbursement to the Adviser or its affiliates.
The repayment of any amounts owed to our affiliates will reduce future distributions to which you would otherwise be entitled.
 We use and continue to expect to use leverage, which will magnify the potential for loss on amounts invested in us.
 We intend to invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade
if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative
characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.
 We do not own the Blackstone name, but we are permitted to use it as part of our corporate name pursuant to the investment advisory
agreement between BCRED and an affiliate of Blackstone Inc. (“Blackstone”). Use of the name by other parties or the termination of the
use of the Blackstone name under the investment advisory agreement may harm our business.

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved of these securities or
determined if the prospectus is truthful or complete. Any representation to the contrary is unlawful.

This sales material must be read in conjunction with the BCRED prospectus in order to fully understand all the implications and risks of an
investment in BCRED. This sales material is neither an offer to sell nor a solicitation of an offer to buy securities. An offering is made only by the
prospectus, which must be made available to you prior to making a purchase of shares and is available at www. BCRED. com. An investor should
consider the investment objectives, risks, and charges and expenses of BCRED carefully before investing. Prior to making an investment,
investors should read the prospectus, including the “Risk Factors” section therein, which contains a discussion of the risks and uncertainties that
we believe are material to our business, operating results, prospects and financial condition.

Numerical data is approximate and as of August 31, 2024, unless otherwise noted. The words “we”, “us”, and “our” refer to BCRED, unless the
context requires otherwise.

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Important Disclosure Information and Risk Factors (cont’d)

Forward-Looking Statement Disclosure
Certain information contained in this communication constitutes “forward-looking statements” within the meaning of the federal securities laws. These
forward-looking statements can be identified by the use of forward-looking terminology, such as “outlook,” “indicator,” “believes,” “expects,” “potential,”
“continues,” “may,” “can,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”, “confident,” “conviction,” “identified” or
the negative versions of these words or other comparable words thereof. These may include BCRED’s financial estimates and their underlying assumptions,
statements about plans, objectives and expectations with respect to future operations, statements regarding future performance, statements regarding
economic and market trends and statements regarding identified but not yet closed investments. Such forward-looking statements are inherently subject to
various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those
indicated in such statements. BCRED believes these factors include but are not limited to those described under the section entitled “Risk Factors” in its
prospectus and annual report for the most recent fiscal year, and any such updated factors included in its periodic filings with the Securities and Exchange
Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included in this document (or BCRED’s prospectus and other filings). Except as otherwise required
by federal securities laws, BCRED undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future developments or otherwise.
Additional Important Disclosures
This material was not created by any third-party registered broker-dealers or investment advisers who are distributing shares of BCRED (each, a “Dealer”). The
Dealers are not affiliated with BCRED and have not prepared the material or the information herein.
Investments mentioned may not be suitable for all investors. Any product discussed herein may be purchased only after an investor has carefully reviewed the
prospectus and executed the subscription documents.
Alternative investments often are speculative, typically have higher fees than traditional investments, often include a high degree of risk and are suitable only
for eligible, long-term investors who are willing to forgo liquidity and put capital at risk for an indefinite period of time. They may be highly illiquid and can
engage in leverage and other speculative practices that may increase volatility and risk of loss.
Although certain loans in which the Underlying Fund may invest will be secured by collateral, there can be no assurance that such collateral could be readily
liquidated or that the liquidation of such collateral would satisfy the borrower's obligation in the event of non-payment of scheduled interest or principal.
Opinions expressed herein reflect the current opinions of Blackstone as of the date appearing in the materials only and are based on Blackstone’s opinions of
the current market environment, which is subject to change. Stockholders, financial professionals and prospective investors should not rely solely upon the
information presented when making an investment decision and should review the most recent prospectus, as supplemented, available at www. BCRED. com.
Certain information contained in the materials discusses general market activity, industry or sector trends, or other broad-based economic, market or political
conditions and should not be construed as research or investment advice.
Blackstone products are subject to the risk of capital loss and investors may not get back the amount originally invested.
Further, opinions expressed herein may differ from the opinions expressed by a Dealer and/or other businesses / affiliates of a Dealer. This is not a “research
report” as defined by FINRA Rule 2241 and was not prepared by the research departments of a Dealer or its affiliates.
Past performance does not predict future returns. Actual results may vary. Diversification of an investor’s portfolio does not assure a profit or protect against
loss in a declining market.
Alternative investments involve complex tax structures, tax inefficient investing, and delays in distributing important tax information. Individual funds have
specific risks related to their investment programs that will vary from fund to fund. Investors should consult their own tax and legal advisors as Dealers generally
do not provide tax or legal advice. BDCs are generally not taxed at the corporate level to the extent they distribute all of their taxable income in the form of
dividends. Ordinary income dividends are taxed at individual tax rates and distributions may be subject to state tax. Each investor’s tax considerations are
different and consulting a tax advisor is recommended. Any of the data provided herein should not be construed as investment, tax, accounting or legal advice.
Interests in alternative investment products are distributed by the applicable Dealer and (1) are not FDIC-insured, (2) are not deposits or other obligations of
such Dealer or any of its affiliates, and (3) are not guaranteed by such Dealer and its affiliates. Each Dealer is a registered broker-dealer or investment adviser,
not a bank.
Blackstone Proprietary Data. Certain information and data provided herein is based on Blackstone proprietary knowledge and data. Portfolio companies may
provide proprietary market data to Blackstone, including about local market supply and demand conditions, current market rents and operating expenses,
capital expenditures, and valuations for multiple assets. Such proprietary market data is used by Blackstone to evaluate market trends as well as to underwrite
potential and existing investments. While Blackstone currently believes that such information is reliable for purposes used herein, it is subject to change, and
reflects Blackstone's opinion as to whether the amount, nature and quality of the data is sufficient for the applicable conclusion, and no representations are
made as to the accuracy or completeness thereof.
Conflicts of Interest. There may be occasions when a fund’s general partner and/or the investment advisor, and their affiliates will encounter potential conflicts of
interest in connection with such fund’s activities including, without limitation, the allocation of investment opportunities, relationships with Blackstone’s and its
affiliates’ investment banking and advisory clients, and the diverse interests of such fund’s limited partner group. There can be no assurance that Blackstone will
identify, mitigate, or resolve all conflicts of interest in a manner that is favorable to the fund.
Exchange Rate. Currency fluctuations may have an adverse effect on the value, price, income or costs of the product which may increase or decrease as a
result of changes in exchange rates.

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Important Disclosure Information and Risk Factors (cont’d)

Feeder Fund Structures. A feeder fund will invest all or substantially all its assets in its master fund. A master-feeder fund structure is typically put in place for
legal and commercial purposes. In general, investors will hold their interests at the level of the feeder fund and fund costs and expenses of the overall master-
feeder structure will ultimately be borne by investors on a pro-rated basis as applicable. For third party, non-Blackstone managed feeder funds investing into a
Blackstone master fund, there are likely to be additional costs, fees and expenses that investors in those third-party feeder funds incur from the relevant
operator of those third-party feeder funds. Therefore, in some instances, the performance of a feeder fund will differ or be lower, maybe materially, to that of
its master fund due to the additional costs, fees and expenses that may have been incurred at the feeder fund level. The performance shown herein reflects
that of direct investors and is net of the respective fund's management fee, carried interest and other fees and expenses.
Recent Market Events Risk. Local, regional, or global events such as war (e.g., Russia/Ukraine), acts of terrorism, public health issues like pandemics or epidemics
(e.g., COVID-19), recessions, or other economic, political and global macro factors and events could lead to a substantial economic downturn or recession in the
U.S. and global economies and have a significant impact on the Underlying Fund and its investments. The recovery from such downturns is uncertain and may
last for an extended period of time or result in significant volatility, and many of the risks discussed herein associated with an investment in the Underlying Fund
may be increased.
The North America Direct Lending Track Record. Represents U.S. and Canada first lien and unitranche debt or non-U.S. first lien and unitranche debt where
>50% of the revenue is generated from the U.S. (which may be secured by the applicable borrower’s assets and/or equity) transactions in companies that were
originated or anchored by certain Blackstone Credit & Insurance managed, advised or sub-advised funds (including the Underlying Fund, Blackstone Credit &
Insurance managed mezzanine funds and Blackstone Credit sub-advised BDCs, as well as certain other Blackstone Credit & Insurance managed funds and
accounts) and, with respect to certain transactions, investments allocated to affiliates of Blackstone Credit & Insurance, which may be sold to Blackstone Credit
& Insurance managed funds or accounts in the future (the “North America Direct Lending track record”). The track record includes investments for periods prior
to December 31, 2017, in BDCs that were sub-advised by Blackstone Credit & Insurance on a non-discretionary basis until April 9, 2018 (the “Sub- Advised
Investments”). With respect to certain transactions, the North America Direct Lending track record includes free equity and/or warrants that accompanied the
debt financings, as well as any loans or securities into which the applicable first lien and unitranche debt may have been restructured subsequent to Blackstone
Credit & Insurance’s initial investment. The North America Direct Lending track record excludes (i) broadly syndicated, mezzanine, second lien and equity (other
than the aforementioned free equity and/or warrants or securities issued upon restructuring) transactions, among others and (ii) transactions where
Blackstone Credit & Insurance’s invested capital (net of transactions fees) was under $25 million.
Third Party Information. Certain information contained in the Materials has been obtained from sources outside Blackstone, which in certain cases have not
been updated through the date hereof. While such information is believed to be reliable for purposes used herein, no representations are made as to the
accuracy or completeness thereof and none of Blackstone, its funds, nor any of their affiliate takes any responsibility for, and has not independently verified,
any such information.
Use of Leverage. BCRED intends to borrow money. If returns on such investment exce ced the costs of borrowing, investor returns will be enhanced. However, if
returns do not exceed the costs of borrowing, BCRED performance will be depressed. This includes the potential for BCRED to suffer greater losses than it
otherwise would have. The effect of leverage is that any losses will be magnified. The use of leverage involves a high degree of financial risk and will increase
BCRED's exposure to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of the Investments. This
leverage may also subject BCRED and its Investments to restrictive financial and operating covenants, which may limit flexibility in responding to changing business
and economic conditions. For example, leveraged entities may be subject to restrictions on making interest payments and other distributions.
Blackstone Partial Ownership of iCapital
Blackstone owns a minority portion of the outstanding equity securities of Institutional Capital Network, Inc., which wholly owns the Investment Manager. The
existence of such ownership by Blackstone could create potential conflicts of interest. Such potential conflicts could create an incentive for Institutional Capital
Network, Inc. or its affiliates (collectively, “iCapital Network”) to favor the interests of the Adviser over the interests of investors in the event such interests
conflict. In addition, iCapital Network may establish access funds for Blackstone-controlled funds instead of for other fund managers due to Blackstone’s
ownership interest, and the existing relationship could cause such access fund arrangements to be more likely to be agreed to or approved by both Blackstone
and iCapital Network.
Ownership of Interests in iCapital by Blackstone, RIAs and Service Providers
Blackstone has made an equity investment and owns a non-controlling interest in iCapital Network, a Delaware corporation, which wholly owns the Investment
Manager. The existence of such ownership by Blackstone could create potential conflicts of interest. Such potential conflicts of interest in Blackstone’s minority
ownership could create an incentive for iCapital Network or its affiliates to favor the interests of the Adviser over the interests of investors in the event such
interests conflict. In addition, iCapital Network may establish access funds for Blackstone-controlled funds instead of for other fund managers due to
Blackstone’s ownership interest, and the existing relationship could cause such access fund arrangements to be more likely to be agreed to or approved by
both Blackstone and iCapital Network.
An investor’s broker-dealer, registered investment advisor, distribution platform or other representative (such investor’s “RIA”), together with their subsidiaries
may own a passive minority share of the outstanding equity securities of iCapital Network. The existence of any such relationship could potentially create
conflicts of interest. For instance, due to a RIA’s ownership interest iCapital Network may be more willing to establish access funds for clients of the RIA, than
for clients of other RIAs. Due to a RIA’s ownership interest, iCapital Network may be more willing to vote the Access Fund’s interest in the Underlying Fund in a
way that is favorable to such RIA. Also, a RIA on the one hand and iCapital Network on the other hand may be more likely to agree to or approve of such access
fund arrangements given the existence of any such relationship and investment.
A number of financial institutions (the “Minority Owners”) own passive minority shares of the outstanding equity securities of iCapital Network. One or more of
these Minority Owners provide services to the Access Fund and/or their affiliates, and such Minority Owners or new minority owners of iCapital Network, may
provide such services or additional services in the future. These services may include administration, custody, distribution, and other services. The Minority
Owners’ investments in iCapital Network could create conflicts of interest. For instance, the investments may make iCapital Network more inclined to engage a
Minority Owner to provide services to the Access Fund relative to other firms who provide the same or similar services at lower prices, or provide the same or
similar services at a higher quality and similar price. In particular, the Bank of New York Mellon (the “Administrator”) is a Minority Owner, which could result in
conflicts of interest in the Investment Manager’s determination to engage and/or retain the Administrator to provide the services to the Access Fund or in
decisions made by the Administrator with respect to the Access Fund or the Investment Manager.
BLACKSTONE PRIVATE CREDIT FUND iCAPITAL OFFSHORE ACCESS FUND SPC
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NOT FOR DISTRIBUTION TO U.S. PERSONS OR RETAIL INVESTORS UNLESS PERMITTED UNDER LOCAL LAW

Jurisdiction-Specific Important Information

Non-U.S. Offering Legends

NOTICE TO PROSPECTIVE INVESTORS MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A THE OFFERING OF SHARES IN THE COMPANY IS NOT SUBJECT TO A
SOLICITATION OF AN OFFER TO BUY SHARES IN ANY JURISDICTION TO ANY REQUIREMENT TO PUBLISH A PROSPECTUS UNDER REGULATION (EU) NO
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN 2017/1129 (THE “PROSPECTUS REGULATION”) ON THE BASIS THAT THE MINIMUM
SUCH JURISDICTION. ACCORDINGLY, THE SHARES MAY NOT BE OFFERED OR SOLD, INVESTMENT AMOUNT IS MORE THAN EUR 100,000 PER INVESTOR AND
DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION, EXCEPT IN ACCORDANCE WITH THEREFORE AN EXEMPTION TO THE OBLIGATION TO PUBLISH A PROSPECTUS
THE LEGAL REQUIREMENTS APPLICABLE IN SUCH JURISDICTION. INVESTORS APPLIES.
SHOULD NOT CONSTRUE THE CONTENTS OF THIS ANNEX AS LEGAL, INVESTMENT, ALL EUROPEAN INVESTORS, SAVE FOR THOSE THAT HAVE APPROACHED THE
TAX OR OTHER ADVICE. EACH INVESTOR MUST RELY UPON ITS OWN INVESTMENT MANAGER AT THEIR OWN INITIATIVE, SHOULD REFER TO AND
REPRESENTATIVES, INCLUDING ITS OWN LEGAL COUNSEL, AS TO APPLICABLE CAREFULLY REVIEW THE AIFMD AND AIFM LAW DISCLOSURE DOCUMENT SET
LEGAL REQUIREMENTS AND RESTRICTIONS IN ITS JURISDICTION PRIOR TO MAKING OUT AT EXHIBIT D TO THIS MEMORANDUM FOR FURTHER DETAIL ON THE
ANY INVESTMENT IN SHARES. COMPANY.
IT IS THE RESPONSIBILITY OF ALL INVESTORS WISHING TO SUBSCRIBE FOR THE
NOTICE TO THE RESIDENTS OF ABU DHABI GLOBAL MARKET (“FSRA”)
SHARES TO INFORM THEMSELVES OF AND TO OBSERVE ALL APPLICABLE LAWS
AND REGULATIONS OF ANY RELEVANT JURISDICTION, INCLUDING OBTAINING ANY THIS COMMUNICATION IS SENT STRICTLY WITHIN THE CONSENT OF, AND
REQUISITE GOVERNMENTAL OR OTHER CONSENT AND OBSERVING ANY CONSTITUTES, AND EXEMPT COMMUNICATION.
FORMALITIES PRESCRIBED IN SUCH JURISDICTION. INVESTORS SHOULD INFORM THIS DOCUMENT RELATES TO BLACKSTONE PRIVATE CREDIT FUND ICAPITAL
THEMSELVES AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES OFFSHORE ACCESS FUND SPC (THE “COMPANY”) WHICH IS NOT SUBJECT TO
WITHIN COUNTRIES OF THEIR CITIZENSHIP, RESIDENCE, DOMICILE AND PLACE OF ANY FORM OF REGULATION OR APPROVAL BY THE FINANCIAL SERVICES
BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSAL OF THE REGULATORY AUTHORITY OF THE ABU DHABI GLOBAL MARKET (THE “FSRA”).
SHARES, AND ANY EXCHANGE RESTRICTIONS THAT MAY BE RELEVANT THERETO.
CERTAIN INFORMATION IS SET FORTH WITH RESPECT TO CERTAIN JURISDICTIONS. THE FSRA ACCEPTS NO RESPONSIBILTY FOR REVIEWING OR VERIFYING ANY
THE INFORMATION BELOW MAY BE SUPPLEMENTED BASED ON THE JURISDICTION PROSPECTUS OR DOCUMENTS IN CONNECTION WITH THE COMPANY.
OF ANY INVESTMENT ENTITY. ACCORDINGLY, THE FSRA HAS NOT APPROVED THIS DOCUMENT OR ANY
OTHER ASSOCIATED DOCUMENTS NOR TAKEN ANY STEPS TO VERIFY THE
IN ADDITION, INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH INFORMATION SET OUT IN THIS DOCUMENT AND HAS NO RESPONSIBLIITY FOR
RESPECT TO THE TAX CONSEQUENCES OF AN INVESTMENT IN AND OWNERSHIP IT.
OF SHARES RELEVANT TO THEIR INDIVIDUAL CIRCUMSTANCES.
THE FINANCIAL PRODUCT TO WHICH THIS DOCUMENT RELATES MAY BE
NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA (“EEA”) ILLIQUID AND/OR SUBJECT TO RESTRICTIONS ON ITS RESALE. PROSPECTIVE
FOLLOWING IMPLEMENTATION OF THE EU ALTERNATIVE INVESTMENT FUND PURCHASERS SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE
MANAGERS DIRECTIVE (2011/61/EU) (“AIFMD” WHICH SHALL INCLUDE ALL FINANCIAL PRODUCT.
SIMILAR, IMPLEMENTING OR SUPPLEMENTARY MEASURES, LAWS AND THIS DOCUMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO
REGULATIONS IN EACH MEMBER STATE OF THE EEA), (AN “EEA MEMBER ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR
STATE”), THE OFFERING OR PLACEMENT OF SHARES TO OR WITH INVESTORS PURCHASE SHARES OF THE COMPANY IN THE ABU DHABI GLOBAL MARKET AND
DOMICILED OR WITH A REGISTERED OFFICE IN AN EEA MEMBER STATE ACCORDINGLY SHOULD NOT BE CONSTRUED AS SUCH.
(COLLECTIVELY, “EUROPEAN INVESTORS”) MAY BE RESTRICTED OR PROHIBITED
UNDER NATIONAL LAW IN THAT EEA MEMBER STATE, OR MAY BE PERMITTED IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS DOCUMENT, YOU
ONLY IF THE INVESTMENT MANAGER COMPLIES WITH CERTAIN PROCEDURAL SHOULD CONSULT AN AUTHORISED FINANCIAL ADVISER.
AND SUBSTANTIVE OBLIGATIONS, WHERE APPLICABLE. THE INCLUSION OF AN THIS COMMUNICATION AND ANY RELATED DOCUMENT IS STRICTLY NOT
OFFERING LEGEND IN RESPECT OF ANY EEA MEMBER STATE DOES NOT IMPLY DIRECTED TO THOSE WHO WOULD BE CONSIDERED A RETAIL CLIENT UNDER
THAT AN OFFERING OR PLACEMENT OF SHARES HAS BEEN OR WILL BE MADE THE FSRA’S CONDUCT OF BUSINESS RULES (COBS).
TO OR WITH EUROPEAN INVESTORS; ANY SUCH OFFERING OR PLACEMENT WILL
BE MADE ONLY WHERE: (I) THIS IS PERMITTED UNDER NATIONAL LAW; AND (II) NOTICE TO RESIDENTS OF ANGUILLA
THE INVESTMENT MANAGER, IF APPLICABLE, COMPLIES WITH ALL RELEVANT THE COMPANY IS MANAGED BY ICAPITAL ADVISORS, LLC AND IS NOT
PROCEDURAL AND SUBSTANTIVE OBLIGATIONS RELATING TO THE OFFERING REGISTERED OR RECOGNISED UNDER THE LAWS OF ANGUILLA. IT IS YOUR
OR PLACEMENT OF SHARES. EUROPEAN INVESTORS SHOULD BE AWARE THAT RESPONSIBILITY TO BE AWARE OF THE APPLICABLE LAWS AND REGULATIONS
THE INVESTMENT MANAGER WILL NOT BE REQUIRED TO COMPLY WITH ANY OF OF YOUR COUNTRY OF RESIDENCE REGARDING INVESTMENTS IN THE
THE REQUIREMENTS OF THE AIFMD WITH WHICH AN EEA AIFM IS OTHERWISE COMPANY INCLUDING POSSIBLE TAX CONSEQUENCES.
REQUIRED TO COMPLY, AND SUCH INVESTORS MAY NOT RECEIVE ALL THE
PROTECTIONS OR BENEFITS AVAILABLE UNDER THE AIFMD WHICH WOULD BE NOTICE TO RESIDENTS OF ARGENTINA
AFFORDED TO AN INVESTOR INVESTING IN A FUND MANAGED BY AN EEA AIFM. THIS MEMORANDUM DOES NOT CONSTITUTE AN INVITIATION TO BUY OR A
SOLICITATION OF AN OFFER TO SELL SECURITIES OR ANY OTHER PRODUCTS OR
AIFMD DOES NOT RESTRICT A EUROPEAN INVESTOR FROM INVESTING IN THE
SERVICES IN ARGENTINA AND SHARES IN THE COMPANY ARE NOT AND WILL
COMPANY ON ITS OWN INITIATIVE. THE INVESTMENT MANAGER MAY ACCEPT
NOT BE OFFERED OR SOLD IN ARGENTINA, IN COMPLIANCE WITH SECTION NO.
ANY SUCH INVESTOR INTO THE COMPANY ONLY IF IT IS SATISFIED THAT IT
310 OF THE ARGENTINE CRIMINAL CODE, EXCEPT IN CIRCUMSTANCES THAT DO
WOULD NOT BE IN BREACH OF ANY APPLICABLE LAW OR REGULATION AND
NOT CONSTITUTE A PUBLIC OFFERING OR DISTRIBUTION UNDER ARGENTINIAN
THAT SUCH INVESTOR IS OTHERWISE ELIGIBLE UNDER THE LAWS OF SUCH EEA
LAWS AND REGULATIONS. NO APPLICATION HAS BEEN OR WILL BE MADE WITH
MEMBER STATE TO INVEST IN THE COMPANY. IF EUROPEAN INVESTORS INVEST
THE ARGENTINE COMISION NACIONAL DE VALORES, THE ARGENTINE
IN THE COMPANY ON THEIR OWN INITIATIVE, THEY WILL NOT RECEIVE THE
SECURITIES GOVERNMENTAL AUTHORITY, TO PUBLICLY OFFER THE COMPANY
PROTECTIONS OR BENEFITS AVAILABLE UNDER THE AIFMD.
OR THE SHARES THEREOF IN ARGENTINA. MATERIAL RELATING TO THIS
THIS MEMORANDUM IS ONLY MADE AVAILABLE TO A EUROPEAN INVESTOR OFFERING IS BEING SUPPLIED OR MADE AVAILABLE ONLY TO THOSE INVESTORS
WHICH QUALIFIES AS A “PROFESSIONAL INVESTOR” UNDER THE MARKETS IN WHO HAVE EXPRESSLY REQUESTED THEM IN ARGENTINA OR USED IN
FINANCIAL INSTRUMENTS DIRECTIVE (2014/65/EU). ACCORDINGLY, NO KEY CONNECTION WITH AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (THE BUY IN ARGENTINA EXCEPT IN CIRCUMSTANCES THAT DO NOT CONSTITUTE A
“PRIIPS REGULATION”) FOR OFFERING OR SELLING SHARES IN THE COMPANY OR PUBLIC OFFERING OR DISTRIBUTION UNDER ARGENTINIAN LAWS AND
OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS REGULATIONS. THEY ARE STRICTLY CONFIDENTIAL AND MAY NOT BE
BEEN PREPARED. OFFERING OR SELLING THE SHARES IN THE COMPANY OR DISTRIBUTED TO ANY LEGAL OR NATURAL PERSON OR ENTITY OTHER THAN
OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA THE INTENDED RECIPIENTS THEREOF.

BLACKSTONE PRIVATE CREDIT FUND iCAPITAL OFFSHORE ACCESS FUND SPC

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 .47h HIGHLY CONFIDENTIAL
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NOT FOR DISTRIBUTION TO U.S. PERSONS OR RETAIL INVESTORS UNLESS PERMITTED UNDER LOCAL LAW

Jurisdiction-Specific Important Information (cont’d)

Non-U.S. Offering Legends

NOTICE TO RESIDENTS OF AUSTRALIA DOCUMENT IS MADE AVAILABLE ON THE CONDITION THAT IT IS FOR THE USE
ONLY BY THE RECIPIENT AND MAY NOT BE PASSED ONTO ANY OTHER PERSON
THIS MATERIAL IS NOT A PROSPECTUS OR PRODUCT DISCLOSURE STATEMENT
OR BE REPRODUCED IN ANY PART. THE FINANCIAL SERVICES COMMISSION HAS
UNDER THE CORPORATIONS ACT 2001 (CTH) (CORPORATIONS ACT) AND DOES
NOT IN ANY WAY EVALUATED THE MERITS OF THE SHARES OFFERED
NOT CONSTITUTE A RECOMMENDATION TO ACQUIRE, AN INVITATION TO APPLY
HEREUNDER AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.
FOR, AN OFFER TO APPLY FOR OR BUY, AN OFFER TO ARRANGE THE ISSUE OR
SALE OF, OR AN OFFER FOR ISSUE OR SALE OF, ANY SECURITIES IN AUSTRALIA, NOTICE TO RESIDENTS OF BERMUDA
EXCEPT AS SET OUT BELOW. THE COMPANY HAS NOT AUTHORISED NOR TAKEN THE SHARES BEING OFFERED BY THE COMPANY ARE BEING OFFERED ON A
ANY ACTION TO PREPARE OR LODGE WITH THE AUSTRALIAN SECURITIES & PRIVATE BASIS TO INVESTORS WHO SATISFY THE CRITERIA OUTLINED IN THIS
INVESTMENTS COMMISSION AN AUSTRALIAN LAW COMPLIANT PROSPECTUS MATERIAL AND THE MEMORANDUM. THIS MATERIAL IS NOT SUBJECT TO AND
OR PRODUCT DISCLOSURE STATEMENT. HAS NOT RECEIVED APPROVAL FROM EITHER THE BERMUDA MONETARY
ACCORDINGLY, THIS MATERIAL MAY NOT BE ISSUED OR DISTRIBUTED IN AUTHORITY OR THE REGISTRAR OF COMPANIES IN BERMUDA AND NO
AUSTRALIA AND THE SHARES IN THE COMPANY MAY NOT BE OFFERED, ISSUED, STATEMENT TO THE CONTRARY, EXPLICIT OR IMPLICIT, IS AUTHORIZED TO BE
SOLD OR DISTRIBUTED IN AUSTRALIA BY ICAPITAL ADVISORS, LLC, OR ANY MADE IN THIS REGARD. THE SHARES BEING OFFERED MAY BE OFFERED OR
OTHER PERSON, UNDER THIS MATERIAL OTHER THAN BY WAY OF OR SOLD IN BERMUDA ONLY IN COMPLIANCE WITH THE PROVISIONS OF THE
PURSUANT TO AN OFFER OR INVITATION THAT DOES NOT NEED DISCLOSURE COMPANIES ACT 1981 OF BERMUDA (AS AMENDED) AND, IF APPLICABLE, THE
TO INVESTORS UNDER PART 6D.2 OR PART 7.9 OF THE CORPORATIONS ACT, BY INVESTMENT BUSINESS ACT 2003 OF BERMUDA (AS AMENDED) AND THE
REASON OF THE INVESTOR BEING A ‘WHOLESALE CLIENT’ (AS DEFINED IN EXCHANGE CONTROL ACT 1972 AND RELATED REGULATIONS OF BERMUDA (AS
SECTION 761G OF THE CORPORATIONS ACT AND APPLICABLE REGULATIONS). AMENDED) WHICH REGULATE THE SALE OF SECURITIES IN BERMUDA.
BY ACCEPTING THIS DOCUMENT, YOU EXPRESSLY ACKNOWLEDGE AND BERMUDA INVESTORS MAY BE SUBJECT TO FOREIGN EXCHANGE CONTROL
REPRESENT THAT YOU ARE A WHOLESALE CLIENT. APPROVAL AND FILING REQUIREMENTS UNDER THE RELEVANT BERMUDA
FOREIGN EXCHANGE CONTROL REGULATIONS. ADDITIONALLY, NON-
THIS MATERIAL DOES NOT CONSTITUTE OR INVOLVE A RECOMMENDATION TO
BERMUDIAN PERSONS MAY NOT CARRY ON OR ENGAGE IN ANY TRADE OR
ACQUIRE, AN OFFER OR INVITATION FOR ISSUE OR SALE, AN OFFER OR
BUSINESS IN BERMUDA UNLESS SUCH PERSONS ARE AUTHORIZED TO DO SO
INVITATION TO ARRANGE THE ISSUE OR SALE, OR AN ISSUE OR SALE, OF SHARES
UNDER APPLICABLE BERMUDA LEGISLATION. ENGAGING IN THE ACTIVITY OF
TO A ‘RETAIL CLIENT’(AS DEFINED IN SECTION 761G OF THE CORPORATIONS ACT
OFFERING OR MARKETING THE SHARES BEING OFFERED IN BERMUDA TO
AND APPLICABLE REGULATIONS) IN AUSTRALIA.
PERSONS IN BERMUDA MAY BE DEEMED TO BE CARRYING ON BUSINESS IN
THIS DOCUMENT HAS NOT BEEN PREPARED ONLY FOR AUSTRALIAN BERMUDA.
INVESTORS. IT MAY CONTAIN REFERENCES TO DOLLAR AMOUNTS WHICH ARE
NOTICE TO RESIDENTS OF BOLIVIA
NOT AUSTRALIAN DOLLARS, MAY CONTAIN FINANCIAL INFORMATION WHICH IS
NOT PREPARED IN ACCORDANCE WITH AUSTRALIAN LAW OR PRACTICES, MAY THIS IS NOT A PUBLIC OFFER AND AS SUCH THIS DOCUMENT HAS NOT BEEN
NOT ADDRESS RISKS ASSOCIATED WITH INVESTMENT IN FOREIGN CURRENCY APPROVED BY ANY REGULATORY ENTITY IN BOLIVIA. THIS IS A PRIVATE OFFER
DENOMINATED INVESTMENTS, AND MAY NOT ADDRESS AUSTRALIAN TAX EXCLUSIVELY INTENDED FOR THE PERSON TO WHOM THIS DOCUMENT IS
ISSUES. ADDRESSED.
NOTICE TO RESIDENTS OF BAHAMAS NOTICE TO RESIDENTS OF BRAZIL
SHARES SHALL NOT BE OFFERED OR SOLD INTO THE BAHAMAS EXCEPT IN THE SHARES HAVE NOT BEEN AND WILL NOT BE ISSUED NOR PUBLICLY PLACED,
CIRCUMSTANCES THAT DO NOT CONSTITUTE AN OFFER TO THE PUBLIC. DISTRIBUTED, OFFERED OR NEGOTIATED IN THE BRAZILIAN CAPITAL MARKETS
SHARES MAY NOT BE OFFERED OR SOLD OR OTHERWISE DISPOSED OF IN ANY AND, AS A RESULT, HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE
WAY TO PERSONS DEEMED BY THE CENTRAL BANK OF THE BAHAMAS TO BE A BRAZILIAN SECURITIES COMMISSION (COMISSÃO DE VALOR’S MOBILIÁRIOS –
RESIDENT FOR EXCHANGE CONTROL PURPOSES. CVM). ANY PUBLIC OFFERING OR DISTRIBUTION, AS DEFINED UNDER BRAZILIAN
LAWS AND REGULATIONS, OF THE SHARES IN BRAZIL IS NOT LEGAL WITHOUT
ACKNOWLEDGEMENT RELATED TO BENEFICIAL OWNERS FROM THE BAILIWICK
PRIOR REGISTRATION UNDER LAW 6,385/76, AND CVM INSTRUCTION 400/03,
OF GUERNSEY.
EACH AS AMENDED. MATERIAL RELATING TO THE OFFERING OF THE
THIS MEMORANDUM IS ONLY BEING, AND MAY ONLY BE, MADE AVAILABLE IN SECURITIES, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE
OR FROM WITHIN THE BAILIWICK OF GUERNSEY AND THE OFFER THAT IS THE SUPPLIED TO THE PUBLIC IN BRAZIL (AS THE OFFERING OF THE SHARES IS NOT A
SUBJECT OF THIS MEMORANDUM IS ONLY BEING, AND MAY ONLY BE, MADE IN PUBLIC OFFERING OF SECURITIES IN BRAZIL), NOR BE USED IN CONNECTION
OR FROM WITHIN THE BAILIWICK OF GUERNSEY: WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE SHARES TO THE PUBLIC
BY PERSONS LICENSED TO DO SO UNDER THE PROTECTION OF INVESTORS IN BRAZIL. THEREFORE, EACH OF THE PURCHASERS HAS REPRESENTED,
(BAILIWICK OF GUERNSEY) LAW, 2020; OR WARRANTED AND AGREED THAT IT HAS NOT OFFERED OR SOLD, AND WILL
NOT OFFER OR SELL, THE SHARES IN BRAZIL, EXCEPT IN CIRCUMSTANCES
(II) TO PERSONS LICENSED UNDER THE PROTECTION OF INVESTORS (BAILIWICK WHICH DO NOT CONSTITUTE A PUBLIC OFFERING, PLACEMENT, DISTRIBUTION
OF GUERNSEY) LAW, 2020, THE BANKING SUPERVISION (BAILIWICK OF OR NEGOTIATION OF SECURITIES IN THE BRAZILIAN CAPITAL MARKETS
GUERNSEY) LAW, 2020, THE REGULATION OF FIDUCIARIES, ADMINISTRATION REGULATED BY BRAZILIAN LEGISLATION. PERSONS WISHING TO OFFER OR
BUSINESS AND COMPANY DIRECTORS, ETC. (BAILIWICK OF GUERNSEY) LAW, ACQUIRE THE SHARES WITHIN BRAZIL SHOULD CONSULT WITH THEIR OWN
2020, THE INSURANCE BUSINESS (BAILIWICK OF GUERNSEY) LAW 2002 OR THE COUNSEL AS TO THE APPLICABILITY OF REGISTRATION REQUIREMENTS OR ANY
INSURANCE MANAGERS AND INSURANCE INTERMEDIARIES (BAILIWICK OF EXEMPTION THEREFROM.
GUERNSEY) LAW, 2002 (AS AMENDED).
NOTICE TO RESIDENTS OF THE BRITISH VIRGIN ISLANDS
THE OFFER REFERRED TO IN THIS MEMORANDUM AND THIS MEMORANDUM
ARE NOT AVAILABLE IN OR FROM WITHIN THE BAILIWICK OF GUERNSEY OTHER THE COMPANY IS NOT REGISTERED OR RECOGNISED IN THE BRITISH VIRGIN
THAN IN ACCORDANCE WITH THE ABOVE PARAGRAPHS (I) AND (II) AND MUST ISLANDS. AND AS SUCH SHARES OF THE COMPANY MAY NOT BE OFFERED TO
NOT BE RELIED UPON BY ANY PERSON UNLESS MADE OR RECEIVED IN INDIVIDUALS IN THE BRITISH VIRGIN ISLANDS. HOWEVER, SHARES MAY BE
ACCORDANCE WITH SUCH PARAGRAPHS. OFFERED TO BRITISH VIRGIN ISLANDS BUSINESS COMPANIES (FROM OUTSIDE
THE BRITISH VIRGIN ISLANDS) WITHOUT RESTRICTION. A BRITISH VIRGIN
NOTICE TO RESIDENTS OF BARBADOS ISLANDS BUSINESS COMPANY IS A COMPANY FORMED UNDER OR OTHERWISE
SHARES SHALL NOT BE OFFERED OR SOLD INTO BARBADOS EXCEPT IN GOVERNED BY THE BVI BUSINESS COMPANIES ACT.
CIRCUMSTANCES THAT DO NOT CONSTITUTE AN OFFER TO THE PUBLIC. THIS

BLACKSTONE PRIVATE CREDIT FUND iCAPITAL OFFSHORE ACCESS FUND SPC

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 .47h HIGHLY CONFIDENTIAL
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NOT FOR DISTRIBUTION TO U.S. PERSONS OR RETAIL INVESTORS UNLESS PERMITTED UNDER LOCAL LAW

Jurisdiction-Specific Important Information (cont’d)

Non-U.S. Offering Legends

NOTICE TO RESIDENTS OF CANADA RESPECTO DE ESTOS VALORES. ESTOS VALORES NO PODRÁN SER OBJETO DE
OFERTA PÚBLICA MIENTRAS NO SEAN INSCRITOS EN EL REGISTRO DE VALORES
THESE MATERIALS ARE NOT, AND UNDER NO CIRCUMSTANCES ARE TO BE
CORRESPONDIENTE.
CONSTRUED AS, A PROSPECTUS, AN OFFERING MEMORANDUM, AN
ADVERTISEMENT OR A PUBLIC OFFERING OF THE SECURITIES DESCRIBED NOTICE TO RESIDENTS OF COLOMBIA
HEREIN IN CANADA OR ANY PROVINCE OR TERRITORY THEREOF UNLESS THE SHARES HAVE NOT AND WILL NOT BE MARKETED, OFFERED, SOLD OR
ACCOMPANIED BY A SUPPLEMENT DESCRIBING THE TERMS OF THE OFFERING DISTRIBUTED IN COLOMBIA OR TO COLOMBIAN RESIDENTS EXCEPT IN
OF SUCH SECURITIES APPLICABLE TO CANADIAN RESIDENTS. NO SECURITIES CIRCUMSTANCES THAT DO NOT CONSTITUTE A PUBLIC OFFER OF SECURITIES
COMMISSION OR SIMILAR REGULATORY AUTHORITY IN CANADA HAS REVIEWED IN COLOMBIA WITHIN THE MEANING OF ARTICLE 6.1.1.1.1 OF DECREE 2555 OF
OR IN ANY WAY PASSED UPON THESE MATERIALS, THE INFORMATION 2010 AS AMENDED FROM TIME TO TIME. THIS MATERIAL IS FOR THE SOLE AND
CONTAINED HEREIN OR THE MERITS OF THE SECURITIES DESCRIBED HEREIN EXCLUSIVE USE OF THE ADDRESSEE AS A DETERMINED INDIVIDUAL / ENTITY
AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. UNDER NO AND IS NOT ADDRESSED TO OR INTENDED FOR THE USE OF ANY THIRD PARTY.
CIRCUMSTANCES ARE THESE MATERIALS TO BE CONSTRUED AS AN OFFER TO ACCORDINGLY, THE SHARES WILL NOT BE PUBLICLY OFFERED, MARKETED OR
SELL SECURITIES OR AS A SOLICITATION OF AN OFFER TO BUY SECURITIES IN NEGOTIATED IN COLOMBIA THROUGH PROMOTIONAL OR ADVERTISEMENT
ANY JURISDICTION OF CANADA UNLESS ACCOMPANIED BY A SUPPLEMENT ACTIVITIES (AS DEFINED UNDER COLOMBIAN LAW) EXCEPT IN COMPLIANCE
DESCRIBING THE TERMS OF SUCH OFFER OR SOLICITATION APPLICABLE TO WITH THE REQUIREMENTS OF THE COLOMBIAN FINANCIAL AND SECURITIES
CANADIAN RESIDENTS. ANY OFFER OR SALE OF THE SECURITIES DESCRIBED MARKET REGULATION (DECREE 2555 OF 2010, LAW 964 OF 2005 AND ORGANIC
HEREIN IN CANADA WILL BE MADE UNDER A SUPPLEMENT DESCRIBING THE STATUTE OF THE FINANCIAL SYSTEM), AS AMENDED AND RESTATED, AND
TERMS OF SUCH OFFER OR SOLICITATION APPLICABLE TO CANADIAN DECREES AND REGULATIONS MADE THEREUNDER. THE COMPANY HAS
RESIDENTS AND ONLY IN ACCORDANCE WITH APPLICABLE CANADIAN LAW AND ACKNOWLEDGED THAT THE SHARES HAVE NOT BEEN REGISTERED IN THE
UNDER AN EXEMPTION FROM THE REQUIREMENTS TO FILE A PROSPECTUS NATIONAL SECURITIES AND ISSUERS REGISTRY (REGISTRO NACIONAL DE
WITH THE RELEVANT CANADIAN SECURITIES REGULATORS AND ONLY BY A VALORES Y EMISORES) OF THE COLOMBIAN FINANCIAL SUPERINTENDENCE
DEALER REGISTERED UNDER APPLICABLE SECURITIES LAWS OR, (SUPERINTENDENCIA FINANCIERA DE COLOMBIA), AND THEREFORE IT IS NOT
ALTERNATIVELY, PURSUANT TO AN EXEMPTION FROM THE DEALER INTENDED FOR ANY PUBLIC OFFER OF THE SHARES IN COLOMBIA.
REGISTRATION REQUIREMENT IN THE RELEVANT PROVINCE OR TERRITORY OF
CANADA IN WHICH SUCH OFFER OR SALE IS MADE. PROSPECTIVE INVESTORS WILL BE SOLELY RESPONSIBLE FOR COMPLIANCE
WITH ANY COLOMBIAN LAWS AND REGULATIONS (SPECIFICALLY FOREIGN
NOTICE TO RESIDENTS OF THE CAYMAN ISLANDS
EXCHANGE AND TAX REGULATIONS) APPLICABLE TO ANY TRANSACTION OR
THIS IS NOT AN OFFER TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE INVESTMENT CONSUMMATED IN CONNECTION WITH THIS OFFERING.
FOR SHARES, AND APPLICATIONS ORIGINATING FROM THE CAYMAN ISLANDS PROSPECTIVE INVESTORS MAY ONLY INVEST IN THE SHARES IF SUCH
WILL ONLY BE ACCEPTED FROM CAYMAN ISLANDS EXEMPTED COMPANIES, INVESTMENT IS PERMISSIBLE UNDER THEIR CORPORATE BYLAWS AND/OR
CAYMAN ISLANDS LIMITED LIABILITY COMPANIES, TRUSTS REGISTERED AS APPLICABLE INVESTMENT REGIME.
EXEMPTED IN THE CAYMAN ISLANDS, CAYMAN ISLANDS EXEMPTED LIMITED
THIS MEMORANDUM IS FOR THE SOLE AND EXCLUSIVE USE OF THE ADDRESSEE
PARTNERSHIPS, OR COMPANIES INCORPORATED IN OTHER JURISDICTIONS AND
AS A DESIGNATED INDIVIDUAL/INVESTOR, AND IS NOT ADDRESSED TO OR
REGISTERED AS FOREIGN COMPANIES IN THE CAYMAN ISLANDS OR LIMITED
INTENDED FOR THE USE OF, ANY THIRD PARTY, INCLUDING ANY OF SUCH
PARTNERSHIPS FORMED IN OTHER JURISDICTIONS AND REGISTERED AS
PARTY’S SHAREHOLDERS, ADMINISTRATORS OR EMPLOYEES, OR BY ANY OTHER
FOREIGN LIMITED PARTNERSHIPS IN THE CAYMAN ISLANDS.
THIRD-PARTY RESIDENT IN COLOMBIA. THE INFORMATION CONTAINED IN THIS
NOTICE TO INVESTORS IN CHILE MEMORANDUM IS PROVIDED FOR ILLUSTRATIVE PURPOSES ONLY AND NO
THIS OFFER IS SUBJECT TO NORMA DE CARACTER GENERAL N° 336 ISSUED BY REPRESENTATION OR WARRANTY IS MADE AS TO THE ACCURACY OR
THE SUPERINTENDENCE OF SECURITIES AND INSURANCE OF CHILE (SVS) AND COMPLETENESS OF THE INFORMATION CONTAINED HEREIN.
COMMENCED ON OCTOBER 12, 2020. THIS OFFER IS ON SHARES NOT NOTICE TO RESIDENTS OF COSTA RICA
REGISTERED IN THE REGISTRY OF SECURITIES OR IN THE REGISTRY OF FOREIGN
THIS DOCUMENT HAS BEEN PRODUCED FOR THE PURPOSE OF PROVIDING
SECURITIES OF THE SVS, AND THEREFORE, IT IS NOT SUBJECT TO THE SVS
INFORMATION ABOUT THE SHARES; 50 INVESTORS MAY SUBSCRIBE THERETO
OVERSIGHT. THE ISSUER IS UNDER NO OBLIGATION TO RELEASE INFORMATION
IN COSTA RICA WHO ARE INSTITUTIONAL OR SOPHISTICATED INVESTORS IN
ON THE SHARES IN CHILE. THESE SHARES CANNOT BE SUBJECT OF A PUBLIC
ACCORDANCE WITH THE EXEMPTIONS ESTABLISHED IN THE REGULATIONS ON
OFFERING IF NOT PREVIOUSLY REGISTERED IN THE PERTINENT REGISTRY OF
PUBLIC OFFERS OF SECURITIES. THIS DOCUMENT IS MADE AVAILABLE ON THE
SECURITIES.
CONDITION THAT IT IS FOR THE USE ONLY BY THE RECIPIENT AND MAY NOT BE
THE OFFER OF THE SECURITIES MENTIONED IN THIS PRESENTATION IS SUBJECT PASSED ONTO ANY OTHER PERSON OR BE REPRODUCED IN ANY PART. THE
TO GENERAL RULE NO. 336 ISSUED BY THE FINANCIAL MARKET COMMISSION OF SHARES HAVE NOT BEEN AND WILL NOT BE OFFERED IN THE COURSE OF A
CHILE (COMISIÓN PARA EL MERCADO FINANCIERO OR “CMF”). THE SUBJECT PUBLIC OFFERING OR OF EQUIVALENT MARKETING IN COSTA RICA.
MATTER OF THIS OFFER ARE SECURITIES NOT REGISTERED IN THE SECURITIES
THIS IS AN INDIVIDUAL AND PRIVATE OFFER WHICH IS MADE IN COSTA RICA
REGISTRY (REGISTRO DE VALORES) OF THE CMF, NOR IN THE FOREIGN
UPON RELIANCE ON AN EXEMPTION FROM REGISTRATION BEFORE THE
SECURITIES REGISTRY (REGISTRO DE VALORES EXTRANJEROS) OF THE CMF;
GENERAL SUPERINTENDENCE OF SECURITIES (“SUGEVAL”), PURSUANT TO
THEREFORE, SUCH SECURITIES ARE NOT SUBJECT TO THE SUPERVISION OF THE
ARTICLE 6 OF THE REGULATIONS ON THE PUBLIC OFFERING OF SECURITIES
CMF. SINCE THE SECURITIES ARE NOT REGISTERED IN CHILE, THERE IS NO
(“REGLAMENTO SOBRE OFERTA PÚBLICA DE VALORES”). THIS INFORMATION IS
OBLIGATION OF THE ISSUER TO MAKE PUBLICLY AVAILABLE INFORMATION
CONFIDENTIAL, AND IS NOT TO BE REPRODUCED OR DISTRIBUTED TO THIRD
ABOUT THE SECURITIES IN CHILE. THE SECURITIES SHALL NOT BE SUBJECT TO
PARTIES AS THIS IS NOT A PUBLIC OFFERING OF SECURITIES IN COSTA RICA.
PUBLIC OFFERING IN CHILE UNLESS THEY ARE DULY REGISTERED IN THE
RELEVANT SECURITIES REGISTRY OF THE CMF. THE SHARES BEING OFFERED ARE NOT INTENDED FOR THE COSTA RICAN
PUBLIC OR MARKET AND NEITHER IS REGISTERED OR WILL BE REGISTERED
ESTA OFERTA SE REALIZA CONFORME A LA NORMA DE CARÁCTER GENERAL N°
BEFORE THE SUGEVAL, NOR CAN BE TRADED IN THE SECONDARY MARKET.
336 DE LA SUPERINTENDENCIA DE VALORES Y SEGUROS (SVS) Y HA
COMENZADO EN LA FECHA DE ESTE 12 DE OCTUBRE, 2020. ESTA OFERTA NOTICE TO RESIDENTS OF THE DOMINICAN REPUBLIC
VERSA SOBRE VALORES NO INSCRITOS EN EL REGISTRO DE VALORES O EN EL THE ISSUANCE, CIRCULATION AND OFFERING OF THE SHARES HAS A STRICTLY
REGISTRO DE VALORES EXTRANJEROS QUE LLEVA LA SVS Y EN CONSECUENCIA, PRIVATE CHARACTER, FALLING BEYOND THE SCOPE OF LAW 19-00 DATED MAY
ESTOS VALORES NO ESTÁN SUJETOS A SU FISCALIZACIÓN. NO EXISTE DE PARTE 8, 2000 AND ITS REGULATIONS, AND THEREFORE NO GOVERNMENTAL
DEL EMISOR OBLIGACIÓN DE ENTREGAR EN CHILE INFORMACIÓN PÚBLICA AUTHORIZATION IS REQUIRED IN THIS ISSUANCE, CIRCULATION AND OFFERING.

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NOT FOR DISTRIBUTION TO U.S. PERSONS OR RETAIL INVESTORS UNLESS PERMITTED UNDER LOCAL LAW

Jurisdiction-Specific Important Information (cont’d)

Non-U.S. Offering Legends

NOTICE TO INVESTORS IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE (A) OTHERWISE THAN IN CONFORMITY WITH THE PROVISIONS OF THE
EUROPEAN COMMUNITIES (MARKETS IN FINANCIAL INSTRUMENTS)
THIS MEMORANDUM RELATES TO THE COMPANY, WHICH IS NOT SUBJECT TO
REGULATIONS 2017, AS AMENDED; OR
ANY FORM OF REGULATION OR APPROVAL BY THE DUBAI FINANCIAL SERVICES
AUTHORITY (THE “DFSA”). THE DFSA HAS NO RESPONSIBILITY FOR REVIEWING (B) OTHERWISE THAN IN CONFORMITY WITH THE PROVISIONS OF THE
OR VERIFYING THIS MEMORANDUM OR ANY OTHER DOCUMENTS IN EUROPEAN UNION (ALTERNATIVE INVESTMENT FUND MANAGERS)
CONNECTION WITH THE COMPANY. ACCORDINGLY, THE DFSA HAS NOT REGULATIONS 2013, AS AMENDED; OR
APPROVED THIS MEMORANDUM OR ANY OTHER ASSOCIATED DOCUMENTS (C) OTHERWISE THAN IN CONFORMITY WITH THE PROVISIONS OF THE IRISH
NOR TAKEN ANY STEPS TO VERIFY THE INFORMATION SET OUT IN THIS COMPANIES ACT 2014 (AS AMENDED), THE CENTRAL BANK ACTS 1942 – 2018
MEMORANDUM, AND HAS NO RESPONSIBILITY FOR IT. THE SHARES IN THE AND ANY CODES OF PRACTICE MADE UNDER SECTION 117(1) OF THE CENTRAL
COMPANY TO WHICH THIS MEMORANDUM RELATES MAY BE ILLIQUID AND/OR BANK ACT 1989 (AS AMENDED) OR SECTION 48 OF THE CENTRAL BANK
SUBJECT TO RESTRICTIONS ON THEIR RESALE. PROSPECTIVE PURCHASERS (SUPERVISION AND ENFORCEMENT) ACT 2013; OR
SHOULD CONDUCT THEIR OWN DUE DILIGENCE WITH RESPECT TO SHARES IN
THE COMPANY. SHARES IN THE COMPANY ARE NOT BEING OFFERED TO RETAIL (D) OTHERWISE THAN IN CONFORMITY WITH THE MARKET ABUSE REGULATION
CLIENTS AS DEFINED IN THE CONDUCT OF BUSINESS MODULE OF THE DFSA. IF (EU 596/2014) (AS AMENDED) AND ANY RULES AND GUIDANCE ISSUED BY THE
YOU DO NOT UNDERSTAND THE CONTENTS OF THIS MEMORANDUM YOU CENTRAL BANK OF IRELAND UNDER SECTION 1370 OF THE IRISH COMPANIES
SHOULD CONSULT AN AUTHORISED FINANCIAL ADVISER. ACT 2014 (AS AMENDED); OR
NOTICE TO INVESTORS IN EL SALVADOR (E) IN ANY WAY WHICH WOULD REQUIRE THE PUBLICATION OF A PROSPECTUS
UNDER THE IRISH COMPANIES ACT 2014 (AS AMENDED) OR ANY REGULATIONS
THE RECIPIENT ACKNOWLEDGES THAT THIS MEMORANDUM HAS BEEN
MADE THEREUNDER; OR
PREPARED AND DELIVERED UPON THE RECIPIENT’S REQUEST, ON A PRIVATE
PLACEMENT BASIS. (F) IN IRELAND EXCEPT IN ALL CIRCUMSTANCES THAT WILL RESULT IN
COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS IN IRELAND.
NOTICE TO INVESTORS IN GUATEMALA
NOTICE TO RESIDENTS OF THE ISLE OF MAN
THIS MEMORANDUM AND THE COMPANY HEREIN DESCRIBED HAVE NOT BEEN
NOR WILL THEY BE REGISTERED WITH OR APPROVED BY THE REGISTRO DE THIS MEMORANDUM HAS NOT BEEN, AND IS NOT REQUIRED TO BE, FILED OR
VALORES Y MERCANCÍAS (THE GUATEMALAN SECURITIES AND COMMODITIES LODGED WITH ANY REGULATORY OR OTHER AUTHORITY IN THE ISLE OF MAN.
MARKET AUTHORITY). ACCORDINGLY, THIS MEMORANDUM MAY NOT BE MADE THE COMPANY IS NOT REGULATED, AUTHORISED OR LICENSED BY THE ISLE OF
AVAILABLE, NOR MAY THE SHARES IN THE COMPANY DESCRIBED HEREIN BE MAN FINANCIAL SERVICES AUTHORITY (THE “FSA”) AND IS NOT SUBJECT TO ANY
MARKETED AND OFFERED FOR SALE IN GUATEMALA, OTHER THAN UNDER OTHER REGULATORY APPROVAL OR AUTHORISATION IN THE ISLE OF MAN.
CIRCUMSTANCES WHICH ARE DEEMED TO CONSTITUTE A PRIVATE OFFERING INVESTORS IN THE COMPANY ARE NOT PROTECTED BY ANY STATUTORY
UNDER THE GUATEMALAN SECURITIES AND COMMODITIES MARKET LAW COMPENSATION ARRANGEMENTS IN THE EVENT OF THE COMPANY’S FAILURE
(LEY DEL MERCADO DE VALORES Y MERCANCÍAS DECRETO 34–96). AND THE FSA DOES NOT VOUCH FOR THE FINANCIAL SOUNDNESS OF THE
COMPANY OR, FOR THE CORRECTNESS OF ANY STATEMENTS MADE OR
NOTICE TO RESIDENTS OF HONDURAS
OPINIONS EXPRESSED WITH REGARD TO IT IN THIS MEMORANDUM.
THIS IS A PRIVATE OFFERING. THESE INTERESTS HAVE NOT BEEN REGISTERED NOTICE TO RESIDENTS OF ISRAEL
WITH THE CENTRAL BANK OF HONDURAS.
THE OFFERING UNDER THIS MEMORANDUM DOES NOT CONSTITUTE AN “OFFER
NOTICE TO INVESTORS IN HONG KONG
TO THE PUBLIC” WITHIN THE MEANING OF SECTION 15(A) OF THE ISRAELI
THE INFORMATION IN THIS DOCUMENT IS FOR PROFESSIONAL INVESTORS SECURITIES LAW 5728- 1968, AND INVESTORS IN THE SHARES WILL NOT BE
ONLY AND MUST NOT BE CONSTRUED AS AN OFFER OR SOLICITATION TO DEAL ABLE TO RELY ON SUCH SECURITIES LAW IN MANY MATTERS RELATED TO OR
IN SECURITIES AND IS STRICTLY FOR YOUR INFORMATION ONLY. THE DERIVING FROM THIS MEMORANDUM AND/OR THEIR INVESTMENT IN THE
INFORMATION IS BASED ON CERTAIN ASSUMPTIONS, INFORMATION AND COMPANY. ACCORDINGLY, EACH ISRAELI PURCHASER OF THE SHARES WILL BE
CONDITIONS APPLICABLE AT A CERTAIN TIME AND MAY BE SUBJECT TO REQUIRED TO MAKE CERTAIN REPRESENTATIONS AND UNDERTAKE THAT IT IS
CHANGE AT ANY TIME WITHOUT NOTICE. ANY PAST PERFORMANCE, PURCHASING THE SHARES FOR INVESTMENT PURPOSES ONLY, WITH NO
PROJECTION OR FORECAST STATED IS NOT NECESSARILY INDICATIVE OF INTENTION TO SELL OR DISTRIBUTE THEM.
FUTURE PERFORMANCE. NO REPRESENTATION OR PROMISE AS TO THE
THE INVESTMENT MANAGER IS NOT REGISTERED NOR INTENDS TO REGISTER
PERFORMANCE OR THE RETURN ON AN INVESTMENT IS MADE. INVESTMENTS
AS AN INVESTMENT ADVISER OR AN INVESTMENT PORTFOLIO MANAGER
IN COLLECTIVE INVESTMENT SCHEMES ARE SUBJECT TO RISKS, INCLUDING THE
UNDER THE ISRAELI REGULATION OF INVESTMENT ADVICE AND INVESTMENT
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
PORTFOLIO MANAGEMENT LAW, 5755–1995 (THE “INVESTMENT LAW”).
THIS DOCUMENT DOES NOT CONSTITUTE INVESTMENT ADVICE OR A FURTHERMORE, THESE SHARES ARE NOT BEING OFFERED BY A LICENSED
RECOMMENDATION AND WAS PREPARED WITHOUT REGARD TO THE SPECIFIC MARKETER OF SECURITIES PURSUANT TO THE INVESTMENT LAW. THEREFORE,
OBJECTIVES, FINANCIAL SITUATION OR NEEDS OF ANY PARTICULAR PERSON ALL ISRAELI INVESTORS WILL BE REQUIRED TO BE “QUALIFIED CLIENTS” WITHIN
WHO MAY RECEIVE IT. YOU MAY WISH TO SEEK ADVICE FROM AN INDEPENDENT THE MEANING OF THE INVESTMENT LAW.
PROFESSIONAL ADVISER IF YOU HAVE ANY DOUBT AS TO THE CONTENT OF NOTICE TO RESIDENTS OF JAPAN
THIS MATERIAL.
REGISTRATION PURSUANT TO ARTICLE 4, PARAGRAPH 1 OF THE FINANCIAL
NOTICE TO INVESTORS IN IRELAND
INSTRUMENTS AND EXCHANGE ACT OF JAPAN, AS AMENDED (THE “FIEA”) HAS
THE DISTRIBUTION OF THIS MEMORANDUM IN IRELAND AND THE OFFERING OR NOT BEEN AND WILL NOT BE MADE WITH RESPECT TO THE SOLICITATION OF
PURCHASE OF SHARES IN THE COMPANY IS RESTRICTED TO THE PROSPECTIVE AN OFFER TO PURCHASE A SHARE (“SHARE”) OF THE COMPANY AND THE
INVESTOR TO WHOM IT IS ADDRESSED. ACCORDINGLY, IT MAY NOT BE SHARES WILL NOT BE OFFERED OR SOLD IN JAPAN TO, OR FOR THE BENEFIT OF
REPRODUCED IN WHOLE OR IN PART, NOR MAY ITS CONTENTS BE DISTRIBUTED , ANY RESIDENT OF JAPAN, EXCEPT PURSUANT TO AN EXEMPTION AVAILABLE
IN WRITING OR ORALLY TO ANY THIRD PARTY AND IT MAY BE READ SOLELY BY FROM THE REGISTRATION REQUIREMENT OF, AND OTHERWISE IN COMPLIANCE
THE PERSON TO WHOM IT IS ADDRESSED AND HIS/HER PROFESSIONAL WITH, THE FIEA AND ANY OTHER APPLICABLE JAPANESE LAWS AND
ADVISERS. INTERESTS IN THE COMPANY WILL NOT BE OFFERED OR SOLD BY REGULATIONS. AS USED IN THIS PARAGRAPH, “RESIDENT OF JAPAN” MEANS ANY
ANY PERSON: PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY
ORGANIZED UNDER THE LAWS OF JAPAN.

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NOT FOR DISTRIBUTION TO U.S. PERSONS OR RETAIL INVESTORS UNLESS PERMITTED UNDER LOCAL LAW

Jurisdiction-Specific Important Information (cont’d)

Non-U.S. Offering Legends

NOTICE TO RESIDENTS OF JERSEY AVAILABLE TO, ANY RETAIL INVESTOR, AS DEFINED BY DIRECTIVE 2014/65/EU
ON MARKETS IN FINANCIAL INSTRUMENTS (“MIFID II”), IN THE GRAND DUCHY
THE OFFER REFERRED TO IN THIS MEMORANDUM IS PERSONAL TO THE
OF LUXEMBOURG.
PERSON TO WHOM THIS MEMORANDUM IS BEING DELIVERED BY OR ON
BEHALF OF THE COMPANY, AND A SUBSCRIPTION FOR SHARES IN THE THE CSSF HAS NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
COMPANY WILL ONLY BE ACCEPTED FROM SUCH PERSON. THIS MEMORANDUM OR OTHERWISE APPROVED OR AUTHORIZED THE OFFERING
MEMORANDUM MAY NOT BE REPRODUCED OR USED FOR ANY OTHER OF THE SHARES IN THE COMPANY TO INVESTORS RESIDENT IN THE GRAND
PURPOSE. DUCHY OF LUXEMBOURG.
THE JERSEY FINANCIAL SERVICES COMMISSION HAS GIVEN, AND HAS NOT IN ACCORDANCE WITH THE 2013 LAW, THE INVESTMENT MANAGER MUST
WITHDRAWN, ITS CONSENT UNDER ARTICLE 8(2) OF THE CONTROL OF COMPLY WITH ARTICLES 22, 23 AND 24 OF THE AIFMD AND WITH ARTICLES 26
BORROWING (JERSEY) ORDER 1958, AS AMENDED, TO THE CIRCULATION OF TO 30 OF THE AIFMD WHERE IT FALLS WITHIN THE SCOPE OF ARTICLE 26(1) OF
THE OFFERING HEREIN CONTAINED BY THE COMPANY. IT MUST BE DISTINCTLY THE AIFMD.
UNDERSTOOD THAT, IN GIVING THIS CONSENT, THE JERSEY FINANCIAL
NOTICE TO INVESTORS IN MALAYSIA
SERVICES COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE
FINANCIAL SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS OF ANY NO APPROVAL OF, OR RECOGNITION BY, THE SECURITIES COMMISSION OF
STATEMENTS MADE, OR OPINIONS EXPRESSED, WITH REGARD TO IT. THE MALAYSIA HAS BEEN OR WILL BE OBTAINED FOR THE MAKING AVAILABLE,
JERSEY FINANCIAL SERVICE COMMISSION IS PROTECTED BY THE CONTROL OF OFFER OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OR SALE OF, THE
BORROWING (JERSEY) LAW 1947, AS AMENDED, AGAINST LIABILITY ARISING COMPANY TO ANY PERSONS IN MALAYSIA. IN ADDITION, THIS MEMORANDUM
FROM THE DISCHARGE OF ITS FUNCTIONS UNDER THAT LAW. HAS NOT BEEN NOR WILL IT BE REGISTERED WITH THE SECURITIES
COMMISSION OF MALAYSIA ON THE BASIS THAT THE COMPANY WILL NOT BE
SAVE AS PROVIDED ELSEWHERE IN THIS MEMORANDUM, THE BOARD HAVE
MADE AVAILABLE, OFFERED OR SOLD IN MALAYSIA. THIS MEMORANDUM MAY
TAKEN ALL REASONABLE CARE TO ENSURE THAT THE FACTS STATED IN THIS
NOT BE CIRCULATED OR DISTRIBUTED IN MALAYSIA, WHETHER DIRECTLY OR
MEMORANDUM ARE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS, AND
INDIRECTLY, FOR THE PURPOSE OF ANY MAKING AVAILABLE OR OFFER OR
THAT THERE ARE NO FACTS THE OMISSION OF WHICH WOULD MAKE
INVITATION FOR SUBSCRIPTION OR PURCHASE, OR SALE OF, THE COMPANY IN
MISLEADING ANY STATEMENT IN THIS MEMORANDUM, WHETHER OF FACTS OR
MALAYSIA. NOTHING IN THIS MEMORANDUM CONSTITUTES MAKING
OPINION. THE BOARD ACCEPT RESPONSIBILITY ACCORDINGLY.
AVAILABLE, OR OFFER OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OR
SUBJECT TO CERTAIN EXEMPTIONS (IF APPLICABLE), OFFERS FOR SHARES IN SALE OF, THE COMPANY IN MALAYSIA. NO PERSON RECEIVING A COPY OF THIS
THE COMPANY MAY ONLY BE DISTRIBUTED AND PROMOTED IN OR FROM MEMORANDUM MAY TREAT THIS MEMORANDUM AS CONSTITUTING AN OFFER
WITHIN JERSEY BY PERSONS WITH APPROPRIATE REGISTRATION UNDER THE OR INVITATION FOR PURCHASE OR SUBSCRIPTION, OR SALE OF, THE COMPANY
FINANCIAL SERVICES (JERSEY) LAW 1998, AS AMENDED. IN MALAYSIA.
NOTICE TO RESIDENTS OF LUXEMBOURG NOTICE TO INVESTORS IN MEXICO
THIS MEMORANDUM IS STRICTLY PRIVATE AND CONFIDENTIAL, IS BEING THE SHARES HAVE NOT AND WILL NOT BE REGISTERED IN THE NATIONAL
DELIVERED SOLELY TO THE RECIPIENTS HEREOF, AND MAY NOT BE REGISTRY OF SECURITIES MAINTAINED BY THE NATIONAL BANKING AND
REPRODUCED OR USED FOR ANY OTHER PURPOSE, NOR PROVIDED TO ANY SECURITIES COMMISSION, AND MAY NOT BE PUBLICLY OFFERED IN MEXICO.
PERSON OTHER THAN THE RECIPIENT. THIS MEMORANDUM MAY NOT BE PUBLICLY DISTRIBUTED IN MEXICO. THE
SHARES MAY BE OFFERED AS PRIVATE OFFERING IN TERMS OF ARTICLE 8 OF
THE SHARES MAY NOT BE OFFERED OR SOLD IN THE GRAND DUCHY OF
THE SECURITIES MARKET LAW.
LUXEMBOURG, EXCEPT FOR SHARES WHICH ARE OFFERED IN CIRCUMSTANCES
THAT DO NOT REQUIRE THE APPROVAL OF A PROSPECTUS BY THE NOTICE TO RESIDENTS OF MONACO
LUXEMBOURG SUPERVISORY COMMISSION OF THE FINANCIAL SECTOR THE COMPANY MAY NOT BE OFFERED OR SOLD, TO ANY INVESTOR IN MONACO
(COMMISSION DE SURVEILLANCE DU SECTEUR FINANCIER OR “CSSF”) IN OTHER THAN BY A BANK OR A FINANCIAL ACTIVITY COMPANY DULY LICENSED
ACCORDANCE WITH EU REGULATION EU 2017/1129 OF THE EUROPEAN BY THE COMMISSION DE CONTRÔLE DES ACTIVITÉS FINANCIÈRES” – (THE
PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON THE PROSPECTUS TO “CCAF”). CONSEQUENTLY, THIS MATERIAL MAY ONLY BE COMMUNICATED TO
BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED BANKS AND FINANCIAL ACTIVITIES COMPANIES DULY LICENSED BY THE CCAF
TO TRADING ON A REGULATED MARKET AND THE LUXEMBOURG LAW OF 16 BY VIRTUE OF LAW N°1.338 OF SEPTEMBER 7TH, 2007, AS AMENDED BY LAW N°
JULY 2019 ON PROSPECTUSES FOR SECURITIES, AS AMENDED. THE SHARES 1.529 OF JULY 29TH 2022, AND AUTHORISED UNDER LAW N° 1.144 OF JULY 26,
ARE AS A RESULT TO BE OFFERED TO A LIMITED NUMBER OF INVESTORS OR 1991. SUCH CCAF REGULATED INTERMEDIARIES MAY IN TURN COMMUNICATE
TO QUALIFIED INVESTORS, IN ALL CASES UNDER CIRCUMSTANCES DESIGNED THIS MATERIAL TO POTENTIAL INVESTORS UNDER THEIR OWN LIABILITY.
TO PRECLUDE A DISTRIBUTION THAT WOULD BE OTHER THAN A PRIVATE
PLACEMENT. POTENTIAL INVESTORS SHOULD ENSURE THEY ARE ALLOWED TO NOTICE TO RESIDENTS OF THE NETHERLANDS
SUBSCRIBE FOR SHARES IN THE COMPANY IN ACCORDANCE WITH DIRECTIVE SHARES IN THE COMPANY WILL BE OFFERED IN THE NETHERLANDS IN
2011/61/EU ON ALTERNATIVE INVESTMENT FUND MANAGERS AND THE ACCORDANCE WITH THE PRIVATE PLACEMENT REGIME SET OUT IN SECTION
LUXEMBOURG LAW OF 12 JULY 2013 ON ALTERNATIVE INVESTMENT FUND 1:13B SUB 1 AND 2 OF THE DUTCH ACT ON FINANCIAL SUPERVISION (WET OP HET
MANAGERS. FINANCIEEL TOEZICHT, AFS). SHARES IN THE COMPANY SHALL NOT BE
FURTHERMORE, THE INVESTMENT MANAGER HAS NOTIFIED THE CSSF OF ITS OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN
INTENTION TO MARKET SHARES IN THE COMPANY TO PROFESSIONAL THE NETHERLANDS, EXCEPT TO QUALIFIED INVESTORS (GEKWALIFICEERDE
INVESTORS IN THE GRAND DUCHY OF LUXEMBOURG IN ACCORDANCE WITH BELEGGERS) WITHIN THE MEANING OF SECTION 1:1 OF THE AFS. NO APPROVED
ARTICLE 42 OF THE AIFMD, AS IMPLEMENTED BY ARTICLE 45 OF THE PROSPECTUS WITHIN THE MEANING OF THE PROSPECTUS REGULATION
LUXEMBOURG LAW OF 12 JULY 2013 ON ALTERNATIVE INVESTMENT FUND 2017/1129, AS AMENDED OR SUPERSEDED, IS REQUIRED IN CONNECTION WITH
MANAGERS. THE EXCLUSIVE OFFERING OF SHARES IN THE COMPANY TO QUALIFIED
INVESTORS WITHIN THE MEANING OF THE PROSPECTUS REGULATION, IN THE
THE SHARES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE
NETHERLANDS.
AVAILABLE TO, AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE

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NOT FOR DISTRIBUTION TO U.S. PERSONS OR RETAIL INVESTORS UNLESS PERMITTED UNDER LOCAL LAW

Jurisdiction-Specific Important Information (cont’d)

Non-U.S. Offering Legends

NOTICE TO RESIDENTS OF NEW ZEALAND ITEM 3 OF THE UNIFIED TEXT OF THE LAW DECREE N°. 1 OF JULY 8, 1999, AS
AMENDED FROM TIME TO TIME, (THE “PANAMANIAN SECURITIES ACT”). AS A
THIS MEMORANDUM IS NOT A REGISTERED PROSPECTUS OR AN INVESTMENT
RESULT, THESE SHARES DO NOT BENEFIT FROM THE TAX INCENTIVES
STATEMENT FOR THE PURPOSES OF THE SECURITIES ACT 1978 OF NEW
PROVIDED BY ARTICLES 334 THROUGH 336 OF THE PANAMANIAN SECURITIES
ZEALAND (THE “NZ SECURITIES ACT”) (OR ANY STATUTORY MODIFICATION OR
ACT AND ARE NOT SUBJECT TO REGULATION OR SUPERVISION BY THE
RE-ENACTMENT OF, OR STATUTORY SUBSTITUTION FOR, THE NZ SECURITIES
SUPERINTENDENCY OF CAPITAL MARKETS OF THE REPUBLIC OF PANAMA.
ACT) AND DOES NOT CONTAIN ALL THE INFORMATION TYPICALLY INCLUDED IN
A REGISTERED PROSPECTUS OR INVESTMENT STATEMENT. NOTICE TO RESIDENTS OF PARAGUAY
THE COMPANY DOES NOT INTEND THAT THE SHARES BE OFFERED FOR SALE THIS DOES NOT CONSTITUTE A PUBLIC OFFERING OF SECURITIES OR OTHER
OR SUBSCRIPTION TO THE PUBLIC IN NEW ZEALAND IN TERMS OF THE NZ FINANCIAL PRODUCTS AND SERVICES IN PARAGUAY. YOU ACKNOWLEDGE THAT
SECURITIES ACT (OR ANY STATUTORY MODIFICATION OR RE-ENACTMENT OF, THE SECURITIES AND FINANCIAL PRODUCTS OFFERED HEREIN WERE ISSUED
OR STATUTORY SUBSTITUTION FOR, THE NZ SECURITIES ACT). ACCORDINGLY: OUTSIDE OF PARAGUAY. YOU ACKNOWLEDGE THAT ANY LEGAL MATTER
(A) NO INVESTMENT STATEMENT HAS BEEN PREPARED AND NO PROSPECTUS ARISING FROM THIS OFFER SHALL NOT BE SUBMITTED TO ANY PARAGUAYAN
HAS BEEN OR WILL BE REGISTERED UNDER THE NZ SECURITIES ACT; AND GOVERNMENT AUTHORITY. YOU ACKNOWLEDGE THAT THE PARAGUAYAN
(B) SHARES IN THE COMPANY HAVE NOT BEEN AND MAY NOT BE OFFERED OR DEPOSIT INSURANCE LEGISLATION DOES NOT INSURE INVESTMENTS IN THE
SOLD TO ANY PERSON IN NEW ZEALAND OTHER THAN: FOR SO LONG AS PART 2 OFFERED SECURITIES. THE PARAGUAYAN CENTRAL BANK (BANCO CENTRAL
OF THE NZ SECURITIES ACT REMAINS IN FORCE: DEL PARAGUAY), THE PARAGUAYAN NATIONAL STOCK EXCHANGE
(1) TO PERSONS WHOSE PRINCIPAL BUSINESS IS THE INVESTMENT OF MONEY COMMISSION (COMISIÓN NACIONAL DE VALORES DEL PARAGUAY), AND THE
OR TO PERSONS WHO, IN THE COURSE OF AND FOR THE PURPOSES OF THEIR PARAGUAYAN BANKING SUPERINTENDENCY (SUPERINTENDENCIA DE BANCOS
BUSINESS, HABITUALLY INVEST MONEY WITHIN THE MEANING OF SECTION DEL BANCO CENTRAL DEL PARAGUAY) DO NOT REGULATE THE OFFERING OF
3(2)(A)(II) OF THE NZ SECURITIES ACT; THESE SECURITIES OR ANY OBLIGATIONS THAT MAY ARISE FROM SUCH
A. TO PERSONS WHO ARE EACH REQUIRED TO PAY A MINIMUM SUBSCRIPTION OFFERING. YOU SHOULD MAKE YOUR OWN DECISION WHETHER THIS OFFERING
PRICE OF AT LEAST NZ$250,000 FOR THE SHARES IN THE COMPANY BEFORE MEETS YOUR INVESTMENT OBJECTIVES AND RISK TOLERANCE LEVEL.
THE ALLOTMENT OF THOSE SHARES IN THE COMPANY DISREGARDING ANY ESTA OFERTA NO CONSTITUYE EL OFRECIMIENTO PÚBLICO DE VALORES U
AMOUNTS PAYABLE, OR PAID, OUT OF MONEY LENT BY THE COMPANY (OR ANY OTROS PRODUCTOS Y SERVICIOS FINANCIEROS EN PARAGUAY. UD. RECONOCE
ASSOCIATED PERSON OF THE COMPANY); QUE LOS VALORES Y LOS PRODUCTOS FINANCIEROS OFRECIDOS POR ESTE
B. TO PERSONS WHO IN ALL THE CIRCUMSTANCES CAN PROPERLY BE MEDIO FUERON EMITIDOS FUERA DEL PARAGUAY. UD. ACEPTA QUE
REGARDED AS HAVING BEEN SELECTED OTHERWISE THAN AS MEMBERS OF CUALQUIER DISPUTA O CONFLICTO LEGAL QUE SURJA EN VIRTUD DE ESTA
THE PUBLIC IN TERMS OF THE NZ SECURITIES ACT; OR IN OTHER OFERTA NO SERÁ SOMETIDA A AUTORIDAD PÚBLICA PARAGUAYA ALGUNA.
CIRCUMSTANCES WHERE THERE IS NO CONTRAVENTION OF THE NZ SECURITIES ASIMISMO, UD. RECONOCE QUE LA LEY DE GARANTÍA DE DEPÓSITOS DE SU PAÍS
ACT; AND (2) IF PART 2 OF THE NZ SECURITIES ACT IS REPEALED AND REPLACED DE RESIDENCIA NO CUBRE LOS PRODUCTOS OFRECIDOS POR ESTE MEDIO, NI
WITH ANOTHER ENACTMENT (THE “NEW NZ SECURITIES LEGISLATION”), IN LOS ACTIVOS Y FONDOS TRANSFERIDOS A ESTOS EFECTOS. EL BANCO
CIRCUMSTANCES WHERE THERE IS NO CONTRAVENTION OF THE NEW NZ CENTRAL DEL PARAGUAY, LA COMISIÓN NACIONAL DE VALORES DEL
SECURITIES LEGISLATION. PARAGUAY, Y LA SUPERINTENDENCIA DE BANCOS DEL BANCO CENTRAL DEL
C. IN SUBSCRIBING FOR SHARES EACH INVESTOR REPRESENTS AND AGREES PARAGUAY NO REGULAN NI SON RESPONSABLES DE LA OFERTA DE ESTOS
THAT IT IS NOT ACQUIRING THOSE SHARES WITH A VIEW TO OFFERING THEM PRODUCTOS O SU ACEPTACIÓN. UD. DEBE EVALUAR SI LA PRESENTE OFERTA
(OR ANY OF THEM) FOR SALE TO MEMBERS OF THE PUBLIC (AS THAT CUMPLE CON SUS OBJETIVOS DE INVERSIÓN Y NIVELES DE TOLERANCIA DE
EXPRESSION IS DEFINED IN THE NZ SECURITIES ACT (OR THE NEW NZ RIESGOS.
SECURITIES LEGISLATION (AS APPLICABLE)) AND, ACCORDINGLY: NOTICE TO RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA
D. IT HAS NOT OFFERED OR SOLD, AND WILL NOT OFFER OR SELL, DIRECTLY OR
THIS DOCUMENT AND THE RELATED DOCUMENTS DO NOT AND ARE NOT
INDIRECTLY, ANY SHARES; AND
INTENDED TO CONSTITUTE A SALE, AN OFFER TO SELL OR A SOLICITATION OF
(2) IT HAS NOT DISTRIBUTED AND WILL NOT DISTRIBUTE, DIRECTLY OR AN OFFER TO BUY, DIRECTLY OR INDIRECTLY, ANY SECURITIES IN THE PEOPLE’S
INDIRECTLY, ANY OFFERING MATERIALS OR ADVERTISEMENT IN RELATION TO REPUBLIC OF CHINA (FOR THE PURPOSE OF THIS DOCUMENT ONLY, EXCLUDING
ANY OFFER OF SHARES, TAIWAN, THE SPECIAL ADMINISTRATIVE REGION OF HONG KONG AND THE
(C) IN EACH CASE IN NEW ZEALAND WITHIN SIX MONTHS AFTER THE SPECIAL ADMINISTRATIVE REGION OF MACAO, THE “PRC”).
ALLOTMENT OF SHARES TO THAT INVESTOR OTHER THAN TO PERSONS WHO NO MARKETING ACTIVITIES, ADVERTISEMENTS OR PUBLIC INDUCEMENTS HAVE
MEET THE CRITERIA SET OUT IN (B)(1) AND (B)(2) ABOVE. BEEN OR WILL BE CARRIED OUT BY THE COMPANY TO THE GENERAL PUBLIC
NOTICE TO RESIDENTS OF NICARAGUA WITHIN THE PRC IN RELATION TO THE COMPANY OR ITS AFFILIATES.
THE PRESENT IS NOT A PUBLIC OFFERING DOCUMENT. SHARES ARE NOT TO BE THIS DOCUMENT IS INTENDED SOLELY FOR THE USE OF THOSE QUALIFIED
OFFERED, PLACED OR TRADED IN BY ANY MEANS TO THE PUBLIC OR INVESTORS FOR THE PURPOSE OF EVALUATING A POSSIBLE PARTICIPATION BY
DETERMINED GROUPS, INCLUDING THE USE OF MASS MEDIA AND ANY OTHER THEM IN THE COMPANY AND IS NOT TO BE REPRODUCED OR DISTRIBUTED TO
PUBLIC OFFERING MEANS IN ACCORDANCE TO REGULATIONS ON THE PUBLIC ANY OTHER PERSONS (OTHER THAN PROFESSIONAL ADVISORS OF THE
OFFER OF SECURITIES IN THE PRIMARY MARKET (SIBOIF RESOLUTION NUMBER PROSPECTIVE MANAGING DIRECTORS, EMPLOYEES AND CONSULTANTS
CD-SIBOIF-692-1-SEP7-2011), REGULATIONS ON THE NEGOTIATION OF RECEIVING THIS DOCUMENT).
SECURITIES IN THE SECONDARY MARKET (SIBOIF RESOLUTION CD- SIBOIF-692- UNLESS OTHERWISE REQUIRED BY THE PRC LAW OR A RELEVANT REGULATOR,
2-SEP7-2011), REGULATIONS ON ADVERTISING IN THE SECURITIES MARKET THIS DOCUMENT HAS NOT BEEN AND WILL NOT BE FILED WITH OR APPROVED
(SIBOIF RESOLUTION CD-SIBOIF-556-2-OCT-2008) AND NICARAGUAN STOK BY THE CHINA SECURITIES REGULATORY COMMISSION (CSRC) OR ANY OTHER
MARKET LAW, LAW NO. 587, PUBLISHED IN “LA GACETA”, OFFICIAL DIARY, ISSUE REGULATORY AUTHORITIES OR AGENCIES OF THE PRC PURSUANT TO
NO. 222, ON NOVEMBER 15, 2006. RELEVANT SECURITIES-RELATED OR OTHER LAWS AND REGULATIONS AND
MAY NOT BE OFFERED OR SOLD WITHIN THE PRC THROUGH A PUBLIC
NOTICE TO RESIDENTS OF PANAMA
OFFERING OR IN CIRCUMSTANCES WHICH REQUIRE AN EXAMINATION OR
THESE SHARES AS WELL AS THEIR OFFER, SALE OR THEIR TRADING APPROVAL OF OR REGISTRATION WITH ANY SECURITIES OR OTHER
PROCEDURES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE REGULATORY AUTHORITIES OR AGENCIES IN THE PRC UNLESS OTHERWISE IN
SUPERINTENDENCY OF CAPITAL MARKETS OF THE REPUBLIC OF PANAMA. ACCORDANCE WITH THE LAWS AND REGULATIONS OF THE PRC.
THESE SHARES ARE EXEMPT FROM REGISTRATION PURSUANT TO ARTICLE 129,

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NOT FOR DISTRIBUTION TO U.S. PERSONS OR RETAIL INVESTORS UNLESS PERMITTED UNDER LOCAL LAW

Jurisdiction-Specific Important Information (cont’d)

Non-U.S. Offering Legends

NOTICE TO RESIDENTS OF PERU TRUST IS AN INDIVIDUAL WHO IS AN ACCREDITED INVESTOR,

THE INTERESTS AND THE INFORMATION CONTAINED IN THIS MEMORANDUM SECURITIES OF THAT CORPORATION OR THE BENEFICIARIES’ RIGHTS AND
ARE NOT BEING MARKETED OR PUBLICLY OFFERED IN PERU AND WILL NOT BE SHARE (HOWSOEVER DESCRIBED) IN THAT TRUST SHALL NOT BE
DISTRIBUTED OR CAUSED TO BE DISTRIBUTED TO THE GENERAL PUBLIC IN TRANSFERRED WITHIN SIX MONTHS AFTER THAT CORPORATION OR THAT
PERU. THE SHARES AND THE INFORMATION CONTAINED HEREIN HAVE NOT TRUST HAS ACQUIRED THE SHARES PURSUANT TO AN OFFER MADE UNDER
BEEN AND WILL NOT BE CONFIRMED, APPROVED OR IN ANY WAY SUBMITTED SECTION 305 OF THE SFA EXCEPT:
TO THE PERUVIAN SECURITIES AND EXCHANGE COMMISSION – TO AN INSTITUTIONAL INVESTOR OR AN ACCREDITED INVESTOR DEFINED IN
SUPERINTENDENCIA DEL MERCADO DE VALORES (“SMV”) – NOR HAVE THEY SECTION 305(5) OF THE SFA;
BEEN REGISTERED UNDER THE PERUVIAN SECURITIES MARKET LAW (“LEY DEL
MERCADO DE VALORES”, WHOSE SINGLE REVISED TEXT WAS APPROVED BY WHERE NO CONSIDERATION IS OR WILL BE GIVEN FOR THE TRANSFER; WHERE
SUPREME DECREE NO. 093–2002-EF). NOTWITHSTANDING THE FOREGOING, THE TRANSFER IS BY OPERATION OF LAW;
THE SHARES AND THE INFORMATION CONTAINED HEREIN MAY BE SUBMITTED AS SPECIFIED IN SECTION 305A(5) OF THE SFA; OR
AND REGISTERED WITH PERUVIAN PENSION FUNDS - ADMINISTRADORAS
PRIVADAS DE FONDOS DE PENSIONES (AFP), AS REQUIRED BY AS SPECIFIED IN REGULATION 36 AND REGULATION 36A OF THE SECURITIES
SUPERINTENDENCE OF BANKING, INSURANCE AND PENSION FUNDS - AND FUTURES (OFFERS OF INVESTMENTS) (COLLECTIVE INVESTMENT
SUPERINTENDENCIA DE BANCA, SEGUROS Y ADMINISTRADORAS PRIVADAS DE SCHEMES) REGULATIONS 2005 OF SINGAPORE.
FONDOS DE PENSIONES (SBS) – AS A RESULT OF PRIVATE OFFERINGS OF THE INVESTORS SHOULD THEREFORE ENSURE THAT THEIR OWN TRANSFER
SHARES ADDRESSED TO CERTAIN INSTITUTIONAL INVESTORS IN ACCORDANCE ARRANGEMENTS COMPLY WITH THE RESTRICTIONS. INVESTORS SHOULD SEEK
WITH PERUVIAN REGULATIONS. LEGAL ADVICE TO ENSURE COMPLIANCE WITH THE ABOVE ARRANGEMENT.
NOTICE TO RESIDENTS THE PHILIPPINES THE MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY
THE SECURITIES BEING OFFERED OR SOLD HEREIN HAVE NOT BEEN ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SECURITIES REGULATION CODE OF THE PHILIPPINES. ANY FUTURE OFFER OR SUCH AN OFFER OR SOLICITATION.
SALE THEREOF IS SUBJECT TO REGISTRATION REQUIREMENTS UNDER THE BY ACCEPTING RECEIPT OF THIS MEMORANDUM, A PERSON IN SINGAPORE
CODE UNLESS SUCH OFFER OR SALE QUALIFIES AS AN EXEMPT TRANSACTION. REPRESENTS AND WARRANTS THAT HE IS ENTITLED TO RECEIVE SUCH
NOTICE TO RESIDENTS OF SINGAPORE MATERIAL IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH ABOVE AND
AGREES TO BE BOUND BY THE LIMITATIONS CONTAINED HEREIN.
THE OFFER OR INVITATION OF THE SHARES OF THE COMPANY, WHICH IS THE
SUBJECT OF THIS MEMORANDUM, DOES NOT RELATE TO A COLLECTIVE NOTICE TO RESIDENTS OF SOUTH KOREA
INVESTMENT SCHEME WHICH IS AUTHORIZED UNDER SECTION 286 OF THE NEITHER THE COMPANY NOR THE INVESTMENT MANAGER IS MAKING ANY
SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (THE “SFA”) OR REPRESENTATION WITH RESPECT TO THE ELIGIBILITY OF ANY RECIPIENTS OF
RECOGNISED UNDER SECTION 287 OF THE SFA. THE COMPANY IS NOT THIS MEMORANDUM TO ACQUIRE THE SHARES REFERRED HEREIN UNDER THE
AUTHORISED OR RECOGNISED BY THE MONETARY AUTHORITY OF SINGAPORE LAWS OF KOREA, INCLUDING, BUT WITHOUT LIMITATION THE FOREIGN
(THE “MAS”) AND THE SHARES ARE NOT ALLOWED TO BE OFFERED TO THE EXCHANGE TRANSACTION ACT AND REGULATIONS THEREUNDER. THE SHARES
RETAIL PUBLIC. MAY ONLY BE OFFERED TO QUALIFIED PROFESSIONAL INVESTORS, AS SUCH
THIS MEMORANDUM AND ANY OTHER DOCUMENT OR MATERIAL ISSUED IN TERM IS DEFINED UNDER THE FINANCIAL INVESTMENT SERVICES AND CAPITAL
CONNECTION WITH THE OFFER OR SALE IS NOT A PROSPECTUS AS DEFINED IN MARKETS ACT, AND NONE OF THE SHARES MAY BE OFFERED, SOLD OR
THE SFA. ACCORDINGLY, STATUTORY LIABILITY UNDER THE SFA IN RELATION DELIVERED, OR OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR
TO THE CONTENT OF PROSPECTUSES DOES NOT APPLY, AND YOU SHOULD RESALE, DIRECTLY OR INDIRECTLY, IN KOREA OR TO ANY RESIDENT OF KOREA
CONSIDER CAREFULLY WHETHER THE INVESTMENT IS SUITABLE FOR YOU. EXCEPT PURSUANT TO APPLICABLE LAWS AND REGULATIONS OF KOREA.

THIS MEMORANDUM HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH THE NOTICE TO RESIDENTS OF THE SULTANATE OF OMAN
MAS, AND, ACCORDINGLY, THIS MATERIAL AND ANY OTHER DOCUMENT OR THE INFORMATION CONTAINED IN THIS MEMORANDUM DOES NOT
MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR CONSTITUTE:
SUBSCRIPTION OR PURCHASE, OF SHARES MAY NOT BE CIRCULATED OR
(A) A PUBLIC OFFERING OF SECURITIES IN THE SULTANATE OF OMAN AS
DISTRIBUTED, NOR MAY SHARES BE OFFERED OR SOLD, OR BE MADE THE
CONTEMPLATED BY THE COMMERCIAL COMPANIES LAW OF OMAN (ROYAL
SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER
DECREE 18/2019) OR THE SECURITIES LAW (ROYAL DECREE 46/2022); OR
DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN
INSTITUTIONAL INVESTOR UNDER SECTION 304 OF THE SFA; (II) TO AN (B) A FUND-RAISING EXERCISE IN THE SULTANATE OF OMAN AS
ACCREDITED INVESTOR PURSUANT TO SECTION 305(1), AND IN ACCORDANCE CONTEMPLATED BY CMA DECISION E/153/2021
WITH THE CONDITIONS SPECIFIED IN SECTION 305 OF THE SFA; OR (III) DUE TO LEGAL RESTRICTIONS, IMPOSED BY THE EXECUTIVE REGULATIONS OF
OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS OF, THE CAPITAL MARKET LAW (ISSUED BY CAPITAL MARKET AUTHORITY (CMA)
ANY OTHER APPLICABLE PROVISION OF THE SFA. DECISION 1/2009) THIS MEMORANDUM IS ONLY AVAILABLE FOR DISTRIBUTION
CERTAIN RESALE RESTRICTIONS APPLY TO THE OFFER AND INVESTORS ARE AMONGST RECIPIENTS THAT QUALIFY AS SOPHISTICATED INVESTORS AS PER
ADVISED TO ACQUAINT THEMSELVES WITH SUCH RESTRICTIONS. WHERE THE DEFINITION CONTAINED IN CMA DECISION E/153/2021 THROUGH AN OMANI
SHARES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 305 OF THE SFA BY FINANCIAL SERVICES PROVIDER THAT IS LICENSED BY THE CMA TO MARKET
A RELEVANT PERSON WHICH IS: NON-OMANI SECURITIES IN THE SULTANATE OF OMAN AS CONTEMPLATED BY
ARTICLE 139 OF THE EXECUTIVE REGULATIONS OF THE CAPITAL MARKET LAW.
A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR (AS DEFINED IN
SECTION 4A OF THE SFA)) THE SOLE BUSINESS OF WHICH IS TO HOLD NEITHER THE CMA NOR THE CENTRAL BANK OF OMAN ARE RESPONSIBLE FOR
INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE THE ACCURACY OF THE STATEMENTS AND INFORMATION CONTAINED IN THIS
OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; OR MEMORANDUM AND SHALL NOT HAVE ANY LIABILITY TO ANY PERSON FOR
DAMAGE OR LOSS RESULTING FROM RELIANCE ON ANY STATEMENT OR
A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE
INFORMATION CONTAINED HEREIN.
SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY OF THE

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NOT FOR DISTRIBUTION TO U.S. PERSONS OR RETAIL INVESTORS UNLESS PERMITTED UNDER LOCAL LAW

Jurisdiction-Specific Important Information (cont’d)

Non-U.S. Offering Legends

NOTICE TO RESIDENTS OF SWITZERLAND INVESTMENT MANAGER AND/OR ITS AFFILIATES MAY, UPON REQUEST, PAY
REBATES DIRECTLY TO SHAREHOLDERS. THE PURPOSE OF REBATES IS TO
THIS MEMORANDUM HAS BEEN PREPARED IN CONNECTION WITH THE
REDUCE THE FEES OR COSTS INCURRED BY THE RELEVANT SHAREHOLDERS.
MARKETING OF THE SHARES IN SWITZERLAND TO QUALIFIED INVESTORS (AS
REBATES ARE PERMITTED PROVIDED THAT:
DEFINED BELOW) ONLY BY PERSONS ACTING ON BEHALF OF THE AIFM. THE
COMPANY HAS NOT BEEN LICENSED FOR DISTRIBUTION TO NON-QUALIFIED • THEY ARE PAID FROM FEES RECEIVED BY THE INVESTMENT MANAGER
INVESTORS WITH THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY AND/OR ITS AFFILIATES AND THEREFORE DO NOT REPRESENT AN
(THE “FINMA”) AS FOREIGN COLLECTIVE INVESTMENT SCHEMES PURSUANT TO ADDITIONAL CHARGE ON THE COMPANY’S ASSETS;
ARTICLE 120 PARA 1 OF THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT • THEY ARE GRANTED ON THE BASIS OF OBJECTIVE CRITERIA; AND
SCHEMES OF 23 JUNE 2006, AS AMENDED (“CISA”). ACCORDINGLY, PURSUANT
TO ARTICLE 120 PARA. 4 CISA, THE SHARES MAY ONLY BE OFFERED AND THIS • ALL SHAREHOLDERS WHO MEET THESE OBJECTIVE CRITERIA AND DEMAND
MEMORANDUM MAY ONLY BE DISTRIBUTED IN OR FROM SWITZERLAND BY REBATES ARE ALSO GRANTED SUCH REBATES WITHIN THE SAME
WAY OF DISTRIBUTION TO QUALIFIED INVESTORS AS DEFINED IN THE CISA AND TIMEFRAME AND TO THE SAME EXTENT.
ITS IMPLEMENTING ORDINANCE (“QUALIFIED INVESTORS”). THE OBJECTIVE CRITERIA FOR THE GRANTING OF REBATES BY THE
REPRESENTATIVE: FIRST INDEPENDENT FUND SERVICES LTD, KLAUSSTRASSE INVESTMENT MANAGER AND/OR ITS AFFILIATES ARE AS FOLLOWS:
33, CH-8008, ZURICH • THE AMOUNT OF SHARES SUBSCRIBED TO BY THE SHAREHOLDERS OR THE
PAYING AGENT: NPB NEW PRIVATE BANK LTD, LIMMATQUAI 1, CH-8024, ZURICH TOTAL VOLUME SUCH SHAREHOLDERS HOLD IN A COMPANY OR ACROSS
THE VARIOUS PORTFOLIOS/COMPANIES AND OTHER FUNDS OR
THE STATUTORY DOCUMENTS OF THE COMPANY SUCH AS THE COMPANIES MANAGED BY THE INVESTMENT MANAGER AND/OR ITS
MEMORANDUM, THE INSTRUMENT OF INCORPORATION OF THE COMPANY AND AFFILIATES, AS APPLICABLE;
FINANCIAL STATEMENTS ARE AVAILABLE TO QUALIFIED INVESTORS ONLY FREE
OF CHARGE FROM THE REPRESENTATIVE. • A SHAREHOLDER’S WILLINGNESS TO PROVIDE SUPPORT IN THE LAUNCH OR
EARLY PHASE AND/OR THE INVESTMENT AMOUNT(S) CONTRIBUTED BY
IN RESPECT OF THE SHARES DISTRIBUTED IN, FROM AND INTO SWITZERLAND
SUCH SHAREHOLDER WHETHER ON A ONE-OFF BASIS OR AS PART OF THE
TO QUALIFIED INVESTORS, PLACE OF PERFORMANCE AND JURISDICTION IS AT
CONTINUING COMMITMENT TO PARTICIPATION AT THE LAUNCH OR EARLY
THE REGISTERED OFFICE OF THE REPRESENTATIVE.
STAGE OF THE COMPANY;
THE INVESTMENT MANAGER AND/OR ITS AFFILIATES MAY PAY RETROCESSIONS
• ALTERNATIVE FEE ARRANGEMENTS THAT MAY BE IN PLACE BETWEEN A
AS REMUNERATION FOR DISTRIBUTION ACTIVITY IN RESPECT OF THE SHARES IN
SHAREHOLDER AND THE INVESTMENT MANAGER OR ITS AFFILIATES;
OR FROM SWITZERLAND. THIS REMUNERATION MAY BE DEEMED PAYMENT
FOR THE FOLLOWING SERVICES IN PARTICULAR: • THE OVERALL RELATIONSHIP BETWEEN THE SHAREHOLDER AND
INVESTMENT MANAGER OR ITS AFFILIATES; AND
• DISTRIBUTING SHARES OF THE COMPANY TO POTENTIAL SHAREHOLDERS
IN AND FROM SWITZERLAND; • THE OVERALL INVESTMENT CAPACITY OF THE COMPANY WHICH MAY
IMPACT THE DECISION TO OFFER REBATE PAYMENTS THROUGHOUT THE
• SETTING UP PROCESSES FOR SUBSCRIBING, HOLDING AND CUSTODY OF
COMPANY’S LIFECYCLE.
THE SHARES;
FOLLOWING THE REQUEST OF A SHAREHOLDER, THE INVESTMENT MANAGER
• PROVIDING, UPON REQUEST, THE CURRENT MARKETING AND LEGAL
OR ITS AFFILIATES MUST DISCLOSE TO THE SHAREHOLDER FREE OF CHARGE
DOCUMENTS;
THE AMOUNTS (RANGES) OF SUCH REBATES APPLICABLE TO THE SHARE
• PROVIDING ACCESS TO LEGALLY REQUIRED PUBLICATIONS AND OTHER CLASSES TO WHICH THE SHAREHOLDER HAS SUBSCRIBED.
DOCUMENTATION; NOTICE TO RESIDENTS OF TAIWAN
• PERFORMING DUE DILIGENCE IN AREAS SUCH AS MONEY LAUNDERING,
THE SHARES ARE NOT REGISTERED IN TAIWAN AND MAY NOT BE SOLD, ISSUED
CLIENT INVESTMENT OBJECTIVES AND DISTRIBUTION RESTRICTIONS;
OR OFFERED IN TAIWAN. NO PERSON OR ENTITY IN TAIWAN HAS BEEN
• OPERATING AND MAINTAINING AN ELECTRONIC DISTRIBUTION AND/OR AUTHORISED TO OFFER, SELL, GIVE ADVICE REGARDING OR OTHERWISE
INFORMATION PLATFORM; INTERMEDIATE THE OFFERING AND SALE OF THE SHARES IN TAIWAN.
• CLARIFYING AND ANSWERING SPECIFIC QUESTIONS FROM POTENTIAL THE COMPANY OFFERED HEREIN HAS NOT BEEN REVIEWED OR APPROVED BY
SHAREHOLDERS RELATING TO THE COMPANY OR THE INVESTMENT THE COMPETENT AUTHORITIES OF TAIWAN AND IS NOT SUBJECT TO ANY
MANAGER; TAIWAN FILING OR REPORTING REQUIREMENT. THE COMPANY OFFERED
• DRAFTING COMPANY RESEARCH MATERIAL; HEREIN IS ONLY PERMITTED TO BE RECOMMENDED OR INTRODUCED TO OR
PURCHASED BY INVESTORS OF AN OFFSHORE BANKING UNIT OF A BANK (“OBU”)
• MANAGING INVESTOR RELATIONSHIPS; WHICH INVESTORS RESIDE OUTSIDE TAIWAN. INVESTORS ACQUIRING THE
• SUBSCRIBING FOR SHARES AS A “NOMINEE” FOR SEVERAL INVESTORS; AND COMPANY THROUGH AN OBU ARE NOT ELIGIBLE TO USE THE FINANCIAL
CONSUMER DISPUTE RESOLUTION MECHANISM UNDER THE TAIWAN
• MANDATING AND MONITORING ADDITIONAL DISTRIBUTORS. FINANCIAL CONSUMER PROTECTION LAW. THIS SHARE MAY BE MADE
RETROCESSIONS ARE NOT DEEMED TO BE REBATES EVEN IF THEY ARE AVAILABLE FOR PURCHASE BY OBU’S ACTING AS TRUSTEES ON BEHALF OF
ULTIMATELY PASSED ON, IN FULL OR IN PART, TO SHAREHOLDERS. NON-TAIWAN CUSTOMERS OF SUCH OBU’S, BUT MAY NOT OTHERWISE BE
OFFERED OR SOLD IN TAIWAN.
THE RECIPIENTS OF THE RETROCESSIONS MUST ENSURE TRANSPARENT
DISCLOSURE AND INFORM SHAREHOLDERS, UNSOLICITED AND FREE OF NOTICE TO RESIDENTS OF TURKS AND CAICOS
CHARGE, ABOUT THE LEVELS OF REMUNERATION THEY MAY RECEIVE FOR THE OFFERING IS NOT AND WILL NOT BE MARKETED OR OFFERED TO THE
DISTRIBUTION. FOLLOWING REQUEST, THE RECIPIENTS OF RETROCESSIONS PUBLIC IN THE TURKS AND CAICOS ISLANDS, NOR WILL THERE BE ANY
MUST DISCLOSE THE AMOUNTS THEY ACTUALLY RECEIVE FOR DISTRIBUTING REGISTRATION WITH OR APPROVAL OF THE OFFERING BY ANY AUTHORITY IN
THE COLLECTIVE INVESTMENT SCHEMES TO THE RELEVANT SHAREHOLDERS. THE TURKS AND CAICOS ISLANDS.
IN THE CASE OF DISTRIBUTION ACTIVITY IN OR FROM SWITZERLAND, THE

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NOT FOR DISTRIBUTION TO U.S. PERSONS OR RETAIL INVESTORS UNLESS PERMITTED UNDER LOCAL LAW

Jurisdiction-Specific Important Information (cont’d)

Non-U.S. Offering Legends

NOTICE TO INVESTORS IN THE UAE WORTH COMPANIES, HIGH NET WORTH PARTNERSHIPS, UNINCORPORATED
THIS DOCUMENT IS NOT INTENDED TO CONSTITUTE AN OFFER, SALE OR ASSOCIATIONS AND TRUSTEES OF HIGH VALUE TRUSTS WITHIN THE MEANING
DELIVERY OF SHARES OR OTHER SECURITIES UNDER THE LAWS OF THE UNITED OF ARTICLE 49(2)(A) TO (D) OF THE FPO; OR
ARAB EMIRATES (“UAE”). THE COMPANY HAS NOT BEEN AND WILL NOT BE 3. IN SUCH OTHER CIRCUMSTANCES AS MAY OTHERWISE BE LAWFULLY
REGISTERED UNDER FEDERAL LAW NO. 4 OF 2000 CONCERNING THE PERMITTED (ALL SUCH PERSONS TOGETHER BEING “EXEMPT PERSONS”).
EMIRATES SECURITIES AND COMMODITIES AUTHORITY AND THE EMIRATES
SECURITY AND COMMODITY EXCHANGE, OR WITH THE UAE CENTRAL BANK, NO PERSON, OTHER THAN EXEMPT PERSONS, MAY ACT ON THIS
THE DUBAI FINANCIAL MARKET, THE ABU DHABI SECURITIES MARKET OR WITH COMMUNICATION AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
ANY OTHER UAE EXCHANGE. THE PROMOTION OF THE COMPANY AND UNITS THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO EXEMPT PERSONS AND
AND INTERESTS THEREIN HAVE NOT BEEN APPROVED OR LICENSED BY THE WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. PERSONS OF ANY OTHER
UAE CENTRAL BANK OR ANY OTHER RELEVANT LICENSING AUTHORITIES IN THE DESCRIPTION IN THE UNITED KINGDOM MAY NOT RECEIVE AND SHOULD NOT
UAE, AND DOES NOT CONSTITUTE A PUBLIC OFFER OF SECURITIES IN THE UAE ACT OR RELY ON THIS COMMUNICATION OR ANY OTHER PROMOTIONAL
IN ACCORDANCE WITH THE COMMERCIAL COMPANIES LAW, FEDERAL LAW NO. MATERIALS RELATING TO THE SHARES.
8 OF 1984 (AS AMENDED) OR OTHERWISE. IN RELATION TO ITS USE IN THE UAE, UK INVESTORS WHO ARE RETAIL INVESTORS UNDER THE MARKETS IN
THIS DOCUMENT IS STRICTLY PRIVATE AND CONFIDENTIAL AND IS BEING FINANCIAL INSTRUMENTS DIRECTIVE (2014/65/EU) AS IT FORMS PART OF UK
DISTRIBUTED TO A LIMITED NUMBER OF INVESTORS AND MUST NOT BE LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND
PROVIDED TO ANY PERSON OTHER THAN THE ORIGINAL RECIPIENT, AND MAY SUBJECT TO AMENDMENTS MADE BY THE MARKETS IN FINANCIAL
NOT BE REPRODUCED OR USED FOR ANY OTHER PURPOSE. THE COMPANY MAY INSTRUMENTS (AMENDMENT) (EU EXIT) REGULATIONS 2018 SHOULD REFER TO
NOT BE OFFERED OR SOLD DIRECTLY TO THE PUBLIC IN THE UAE. THE AND CAREFULLY REVIEW THE KEY INFORMATION DOCUMENT MADE
INFORMATION IS NOT DIRECTED AT AND SHOULD NOT BE READ BY PERSONS IN AVAILABLE BY THE INVESTMENT MANAGER BEFORE SUBSCRIBING FOR SHARES
ANY OF THE FREE ZONES IN THE UAE (INCLUDING THE DIFC). FURTHER, THE IN THE COMPANY.
INFORMATION CONTAINED IN THIS MEMORANDUM IS NOT INTENDED TO LEAD
THE OFFERING OF SHARES IN THE COMPANY IS NOT SUBJECT TO A
TO THE CONCLUSION OF ANY CONTRACT OF ANY NATURE WITHIN THE
REQUIREMENT TO PUBLISH A PROSPECTUS UNDER REGULATION (EU) NO
TERRITORY OF THE UAE. NOTHING CONTAINED IN THIS MEMORANDUM IS
2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
INTENDED TO CONSTITUTE INVESTMENT, LEGAL, TAX, ACCOUNTING OR OTHER
(WITHDRAWAL) ACT 2018 AND SUBJECT TO AMENDMENTS MADE BY THE
PROFESSIONAL ADVICE IN, OR IN RESPECT OF, THE UAE. THIS PRESENTATION IS
PROSPECTUS (AMENDMENT ETC) (EU EXIT) REGULATIONS 2019 (THE “UK
CONFIDENTIAL AND FOR YOUR INFORMATION ONLY AND NOTHING IN THIS
PROSPECTUS REGULATION”) ON THE BASIS THAT THE MINIMUM INVESTMENT
MEMORANDUM IS INTENDED TO ENDORSE OR RECOMMEND A PARTICULAR
AMOUNT IS MORE THAN EUR 100,000 PER INVESTOR AND THEREFORE AN
COURSE OF ACTION. YOU SHOULD CONSULT WITH AN APPROPRIATE
EXEMPTION TO THE OBLIGATION TO PUBLISH A PROSPECTUS APPLIES.
PROFESSIONAL FOR SPECIFIC ADVICE RENDERED ON THE BASIS OF YOUR
SITUATION. ALL UK INVESTORS, SAVE FOR THOSE THAT HAVE APPROACHED THE
NOTICE TO RESIDENTS OF THE UNITED KINGDOM INVESTMENT MANAGER AT THEIR OWN INITATIVE, SHOULD REFER TO AND
CAREFULLY REVIEW THE AIFMD AND AIFM LAW DISCLOSURE DOCUMENT SET
THE COMPANY IS NOT A RECOGNISED COLLECTIVE INVESTMENT SCHEME FOR OUT AT EXHIBIT D IN THE OFFERING DOCUMENT FOR FURTHER DETAIL ON THE
THE PURPOSES OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”). COMPANY.
IT HAS NOT BEEN AUTHORISED, RECOGNISED OR OTHERWISE APPROVED BY
THE FINANCIAL CONDUCT AUTHORITY (“FCA”) AND THE PROMOTION OF THE NOTICE TO RESIDENTS OF URUGUAY
COMPANY AND THE DISTRIBUTION OF THIS MEMORANDUM IN THE UNITED THE OFFERING OF THE SHARES QUALIFIES AS A PRIVATE PLACEMENT
KINGDOM IS RESTRICTED BY SECTION 21 OF FSMA (THE “FINANCIAL PROMOTION PURSUANT TO SECTION 2 OF URUGUAYAN LAW 18,627. THE SHARES WILL NOT
RESTRICTION”) AND SECTION 238 OF FSMA (THE “SCHEME PROMOTION BE OFFERED OR SOLD TO THE PUBLIC IN URUGUAY, EXCEPT IN
RESTRICTION”). CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFERING OR
ACCORDINGLY, THIS MEMORANDUM MAY ONLY BE COMMUNICATED IN, FROM DISTRIBUTION UNDER URUGUAYAN LAWS AND REGULATIONS. NEITHER THE
OR INTO THE UNITED KINGDOM: COMPANY NOR THE SHARES ARE OR WILL BE REGISTERED WITH LA
SUPERINTENDENCIA DE SERVICIOS FINANCIEROS DEL BANCO CENTRAL DEL
1. WHERE THE PERSON ISSUING THIS MEMORANDUM IS A PERSON AUTHORISED URUGUAY. THE COMPANY IS NOT AN INVESTMENT FUND REGULATED BY
TO CARRY ON INVESTMENT BUSINESS IN THE UNITED KINGDOM IN URUGUAYAN LAW 16,774 DATED SEPTEMBER 27, 1996, AS AMENDED. PLEASE
ACCORDANCE WITH FSMA (AN “AUTHORISED PERSON”) TO: (I) PERSONS WHO, NOTE THAT URUGUAYAN INVESTORS (INCLUDING URUGUAYAN PENSION
OR IN CIRCUMSTANCES WHICH, FALL WITHIN ANY APPLICABLE EXEMPTION FUNDS AND INSURANCE COMPANIES) MAY NEED TO COMPLY WITH CERTAIN
CONTAINED IN THE FSMA (PROMOTION OF COLLECTIVE INVESTMENT REQUIREMENTS UNDER APPLICABLE FOREIGN EXCHANGE LAW REGULATIONS.
SCHEMES) (EXEMPTIONS) ORDER 2001 (“PCISO”) INCLUDING (I) PERSONS WITH
PROFESSIONAL EXPERIENCE OF INVESTMENT IN UNREGULATED COLLECTIVE NOTICE TO RESIDENTS OF VENEZUELA
SCHEMES WITHIN THE MEANING OF ARTICLE 14(5) OF THE PCISO; AND (II) HIGH THE SHARES HAVE NOT BEEN REGISTERED WITH THE COMISIÓN NACIONAL DE
NET WORTH COMPANIES, HIGH NET WORTH PARTNERSHIPS, VALORES AND MAY NOT BE PUBLICLY OFFERED OR SOLD IN VENEZUELA.
UNINCORPORATED ASSOCIATIONS AND TRUSTEES OF HIGH VALUE TRUSTS
WITHIN THE MEANING OF ARTICLE 22(2)(A) TO (E) OF THE PCISO; OR (II)
PERSONS QUALIFYING FOR EXEMPTIONS FROM THE RESTRICTIONS ON THE
PROMOTION OF NON-MAINSTREAM POOLED INVESTMENTS CONTAINED
WITHIN SECTION 4.12B OF THE FCA’S CONDUCT OF BUSINESS SOURCEBOOK
(“COBS”) (INCLUDING PERSONS WHO ARE PROFESSIONAL CLIENTS OR ELIGIBLE
COUNTERPARTIES FOR THE PURPOSES OF COBS); OR
2. WHERE THE PERSON ISSUING THIS MEMORANDUM IS NOT AN AUTHORISED
PERSON, TO SUCH OTHER PERSONS WHO, OR IN CIRCUMSTANCES WHICH, FALL
WITHIN ANY OF APPLICABLE EXEMPTION CONTAINED IN THE FSMA (FINANCIAL
PROMOTIONS) ORDER 2005 (“FPO”) INCLUDING (I) PERSONS WITH
PROFESSIONAL EXPERIENCE OF INVESTMENT IN UNREGULATED COLLECTIVE
PWS202409004S
SCHEMES WITHIN THE MEANING OF ARTICLE 19(5) OF THE FPO, OR (II) HIGH NET

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