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a. the materials on this website are not directed at, and may not be viewed by or distributed to:
(i) persons located or resident in the United States, its possessions or territories or persons who are U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)), except for persons who are ‘qualified institutional buyers’ (“QIBs”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act and qualified purchasers (“QPs”) within the meaning of Section 2(a)(51)(A) of the United States Investment Company Act of 1940, as amended (the “Investment Company Act”);
(ii) persons who are retail investors*; or
(iii) persons in the United Kingdom, except for persons who are not retail investors and who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), or (ii) are otherwise persons to whom the materials may be lawfully communicated; or
(iv) persons in any Member State of the European Economic Area, except for persons who are not retail investors and who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (2003/71/EC) as amended or superseded; or
(v) any other persons who are not persons to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction;
b. you are (and any person for whom, or on whose behalf, you are acting is) a person to whom the materials on the website may be lawfully communicated under the laws of all applicable jurisdictions and are not subject to any legal requirements that prohibit or restrict you (or such person) from viewing such materials;
c. you will not offer or sell any securities referred to on the website, or distribute, transmit or otherwise disseminate any materials or information contained on this website, other than to persons to whom such offer or sale can lawfully be made or, as the case may be, to whom such materials and/or information can be lawfully distributed under all applicable laws; and
d. you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom with respect to anything done by you in relation to any securities referred to on the website in, from or otherwise involving the United Kingdom.
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