Disclaimer

The information contained herein (the “Information”) is confidential information regarding Penso Advisors, LLC and its affiliates (“Penso”), as well as any accounts and other investment vehicles to which Penso provides investment advisory services (collectively, such accounts or vehicles are referred to generally herein as the “Clients ”). By accepting this Information, the recipient agrees that it will, and it will cause its representatives and affiliates, to use the Information only to evaluate its potential interest in the investments and strategies described herein and for no other purpose and will not divulge any such Information to any other party. Any reproduction of this Information, in whole or in part, is prohibited. These contents are proprietary Information and products of Penso and may not be reproduced or disseminated in whole or part without the prior express written consent of Penso.

The Information has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or to participate in any trading strategy. If any offer of securities is made, it will be pursuant to the applicable and separately managed investment management agreement or investment advisory agreement (each, an “Investment Agreement” and with respect to any private fund that Penso manages, such fund’s private placement memorandum and other related offering documents (for each fund, the “Offering Documents” and together with the Investment Agreements, each and “Agreement”) prepared on behalf of Penso which contains material information not set forth herein and which supersedes this Information in its entirety. Any decision to invest in the investments and strategies described herein should be made only after reviewing such Agreement, conducting such reviews as the investor deems necessary and consulting the investor’s own investment, legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment.

Certain current and future Client accounts may be structured as single-investor vehicles (“Cells”) contained within a larger segregated portfolio company (“SPC”) or through other types of structures. Penso’s investment advisory services provided to such Cells and SPCs and other entities shall be governed by the applicable Agreements. It is expected that the Cells or other funds managed by Penso will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), the securities laws of any other state or the securities laws of any other jurisdiction, nor is such registration contemplated.

The Information including, but not limited to, Penso’s organizational structure, investment experience/views, idea filtration process, benchmarks, investment process, investment strategies, risk management, market opportunity, representative strategies, portfolio construction, capitalizations, parameters, guidelines, and positions may involve Penso’s  views, estimates, assumptions, facts and information from other sources that are believed to be accurate and reliable and are as of the date this information is presented—any of which may change without notice. Penso has no obligation (express or implied) to update any or all of the Information or to advise the recipient of any changes; nor does Penso make any express or implied warranties or representations as to the completeness or accuracy or accept responsibility for errors. The Information is for illustrative purposes only and does not constitute an exhaustive explanation of the investment process, investment strategies or risk management.

Past performance does not guarantee future results. Future returns will likely vary and investment results will fluctuate. In considering any performance data contained herein, prospective investors should bear in mind that past performance is not indicative of future results, and there can be no assurance that the Clients will achieve comparable results or that the Clients will  be able to implement their investment strategy or achieve their investment objectives.

Certain Information constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “target”, “project”, “estimate”, “intend”, “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Clients may differ materially from those reflected or contemplated in such forward-looking statements.

Notwithstanding anything to the contrary, each recipient of this presentation, and each employee, representative or other agent of such recipient may disclose to any and all persons, without limitation of any kind, the U.S. income and franchise tax treatment and the U.S. income and franchise tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. income or franchise tax strategy provided to such recipient by Penso.

The funds or accounts are not available for investment by any investor domiciled, or with a registered office, in the European Economic Area (The “EEA”), and the funds are not being marketed in the EEA for the purposes of (i) Directive 2011/61/EU of the European Parliament and the Council of the European Union on Alternative Investment Fund Managers (AIFMD), or (ii) local private placement rules in each EEA member state.

Certain Risk Factors

The investments are speculative and involve a high degree of risk as more fully described in the risk factors section of the specific investor’s investment mandate.

Penso has investment authority with respect to the Client. If Penso were to cease to be associated with Client, it is likely that the success of its investment program would be adversely affected.

The Client employs leverage which, among other investment techniques, can make investment performance volatile.

Opportunities for redemptions and transferability of interests or shares held by the Clients are restricted so investors may not have immediate access to their capital.

The management and incentive fees and expenses incurred by the Client may offset the Client’s investment profits.

An investor should not invest in the Client unless it is prepared to lose all or a substantial portion of its investment.

No assurance can be given that the Client’s investment objectives will be achieved.

The Client may be subject to certain conflicts of interest as more fully described in each specific Client investor’s investment mandate or relevant Agreement.