The Fund is not listed with any stock exchange, organized over the counter market or electronic syst
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BRAZIL
The Fund is not listed with any stock exchange, organized over the counter market or electronic system of securities
trading. Interests in the Fund have not been and will not be registered with any securities exchange commission or
other similar authority, including the Brazilian Securities and Exchange Commission (Comissaéo de valores
Mobilidrios - or the “CVM”). Interest in the Fund will not be directly or indirectly offered or sold within Brazil
through any public offering, as determined by Brazilian law and by the rules issued by the CVM, including Law No.
6,385 (Dec. 7, 1976) and CVM Rule No. 400 (Dec. 29, 2003), as amended from time to time, or any other law or rules
that may replace them in the future.
Acts involving a public offering in Brazil, as defined under Brazilian laws and regulations and by the rules issued by
the CVM, including Law No. 6,385 (Dec. 7, 1976) and CVM Rule No. 400 (Dec. 29, 2003), as amended from time to
time, or any other law or rules that may replace them in the future, must not be performed without such prior
registration. Persons in Brazil wishing to acquire interests in the Fund should consult with their own counsel as to the
applicability of these registration requirements or any exemption therefrom. Without prejudice to the above, the sale
and solicitation of interests in the Fund is limited to qualified investors as defined by CVM Rule No. 409 (Aug. 18,
2004), as amended from time to time or as defined by any other rule that may replace it in the future.
This Memorandum is confidential and intended solely for the use of the addressee and cannot be delivered or
disclosed in any manner whatsoever to any person or entity other than the addressee.
COLUMBIA
Neither this Memorandum nor the interests in the Fund have been reviewed or approved by the Financial
Superintendency of Colombia (the “FSC”) or any other governmental authority in Colombia, nor has the Fund or any
related person or entity received authorization or licensing from the FSC or any other governmental authority in the
Colombia to market or sell interests in the Fund within Colombia. No public offering of interests in the Fund is being
made in Colombia or to Colombian residents. By receiving this Memorandum, the recipient acknowledges that it
contacted New Leaf at its own initiative and not as a result of any promotion or publicity by New Leaf. This
Memorandum is strictly private and confidential and may not be reproduced, used for any other purpose or
provided to any person other than the intended recipient.
DENMARK
This Memorandum has not been and will not be filed with or approved by the Danish Financial Supervisory
Authority or any other regulatory authority in Denmark and Limited Partner Interests in the Fund have not been and
are not intended to be listed on a Danish regulated market. Limited Partner Interests in the Fund have not been and
will not be offered in Denmark under the E.U. Alternative Investment Fund Managers Directive (as implemented
into Danish law). Consequently, this Memorandum may not be made available and interests in the Fund may not be
marketed or offered for sale directly or indirectly to any natural or legal person in Denmark except as permitted
under applicable rules.
FINLAND
As the Fund is a closed end fund, the marketing of interests in the Fund is not interpreted to be subject to the
provisions of the Finnish Act on Mutual Funds (sijoitusrahastolaki, 29.1.1999, as amended, the “MFA”). Accordingly
prospective investors should acknowledge that this Memorandum is not a fund prospectus as meant in the MFA and
the marketing of interests in the Fund is not subject to a marketing permission from the Financial Supervisory
Authority (Finanssivalvonta; “FIN-FSA”). Furthermore, even if interests in the Fund were to be construed as
“securities” as defined in the Finnish Securities Markets Act (arvopaperimarkkinalaki, 14.12.2012/746, as amended
the “SMA”), based on the exemptions set forth in the SMA, the offering of interests in the Fund would be exempted
from the prospectus requirements of the SMA (based on the limited number of Finnish offerees and the minimum
investment and transfer restrictions specified herein). Accordingly prospective investors must acknowledge that this
Memorandum is not a prospectus within the meaning set forth in the SMA. Prospective investors should also note
that neither the General Partner or the Management Company is an investment firm (sijoituspalveluyritys) within the
meaning of the Finnish Investment Services Act ( sijoituspalvelulaki 747/2012) and they are not subject to the
supervision of the FFSA. Any prospective investors should acknowledge that they will not be treated as clients of
placement agents (if any) engaged by the Management Company in connection with the placement of interests in the
Fund and such placement agents may not be under any duty to safeguard the interests of prospective investors.
Furthermore, the Fund is not a property fund as meant in the Finnish Act on Property Funds (kiinteistérahastolaki,
1173/1997). The FIN-FSA has not authorized any offering for the subscription of interests in the Fund; accordingly,
interests in the Fund may not be offered or sold in Finland or to residents thereof except as permitted by Finnish law.
101 CONTROL NUMBER 257 - CONFIDENTIAL
HOUSE_OVERSIGHT_024112
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