This material is provided for informational purposes only and is not intended as, and 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. or its affiliates (together “iCapital”). Past performance is not indicative of future results. Alternative investments are complex, speculative investment vehicles and are not suitable for all investors. An investment in an alternative investment entails a high degree of risk and no assurance can be given that any alternative investment fund’s investment objectives will be achieved or that investors will receive a return of their capital. The information contained herein is subject to change and is also incomplete. This industry information and its importance is an opinion only and should not be relied upon as the only important information available. Information contained herein has been obtained from sources believed to be reliable, but not guaranteed, and iCapital assumes no liability for the information provided.

Products offered by iCapital are typically private placements that are sold only to qualified clients of iCapital through transactions that are exempt from registration under the Securities Act of 1933 pursuant to Rule 506(b) of Regulation D promulgated thereunder (“Private Placements”). An investment in any product issued pursuant to a Private Placement, such as the funds described, entails a high degree of risk and no assurance can be given that any alternative investment fund’s investment objectives will be achieved or that investors will receive a return of their capital. Further, such investments are not subject to the same levels of regulatory scrutiny as publicly listed investments, and as a result, investors may have access to significantly less information than they can access with respect to publicly listed investments. Prospective investors should also note that investments in the products described involve long lock- ups and do not provide investors with liquidity.

Securities may be offered through iCapital Securities, LLC, a registered broker dealer, member of FINRA and SIPC and subsidiary of Institutional Capital Network, Inc. (d/b/a iCapital). These registrations and memberships in no way imply that the SEC, FINRA or SIPC have endorsed the entities, products or services discussed herein. iCapital and iCapital Network are registered trademarks of Institutional Capital Network, Inc. Additional information is available upon request.


Following implementation of the EU Alternative Investment Fund Managers Directive (2011/61/EU) (“AIFMD” which shall include all similar, implementing or supplementary measures, laws and regulations in each member state of the EEA), (an “EEA Member State”) or the UK, the offering or placement of shares to or with investors domiciled or with a registered office in an EEA member state or the UK (collectively, “European Investors”) may be restricted or prohibited under national law in that EEA Member State or the UK, or may be permitted only if the investment manager complies with certain procedural and substantive obligations, where applicable. The inclusion of an offering legend in respect of any EEA Member State or the UK does not imply that an offering or placement of shares has been or will be made to or with European investors; any such offering or placement will be made only where: (i) this is permitted under national law; and (ii) the investment manager, if applicable, complies with all relevant procedural and substantive obligations relating to the offering or placement of shares.

European investors should be aware that while the fund will constitute an EU AIF and will be managed by Carne Global Fund Managers (Lux) as its AIFM, the investment manager is not authorized as an EU AIFM under AIFMD and is not itself directly subject to the requirements of AIFMD. .

AIFMD does not restrict a European investor from investing in the company on its own initiative. The investment manager may accept any such investor into the company only if it satisfied that it would not be in breach of any applicable law or regulation and that such investor is otherwise eligible under the laws of such EEA member state or the UK to invest in the company. If European investors invest in the company on their own initiative, they will not receive the protections or benefits available under the AIFMD.

The offering of shares in the company is not subject to a requirement to publish a prospectus under Regulation (EU) No 2017/1129 (the “Prospectus Regulation”) on the basis that an exemption to the obligation to publish a prospectus applies. European investors who are retail investors under the markets in financial instruments directive (2014/65/EU) should refer to and carefully review the key information document made available by the investment manager before subscribing for shares in the company.

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