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THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION (each an “Excluded Territory”).
The Information is exclusively intended for persons who are not resident or physically present in the United States as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). The Information does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities to or from any U.S. Person (as defined in Regulation S of the Securities Act) or in the United States or in any jurisdiction or jurisdictions in which such offers or sales are unlawful. The securities referred to by the Information have not been and will not be registered under the Securities Act, or under any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in the United States or to or for the account or benefit of U.S. Persons (as defined in Regulation S of the Securities Act) absent registration or an applicable exemption from the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. IDF will not be registered under the U.S. Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act. There will be no offer of the securities in the United States.
Subject to certain exceptions, the Interests may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in any Excluded Territory or to any resident or citizen of any Excluded Territory . The offer and sale of the securities referred to in the Information have not been and will not be registered under the applicable securities laws of any Excluded Territory. Potential users of the Information are requested to inform themselves about and to observe any such restrictions.
The Information is provided as at the date it was prepared and Sequoia shall be under no obligation to update the Information. However, the Information may be supplemented, amended or replaced from time to time, in which case the Information shall be read as supplemented, amended or replaced (as applicable).
Sequoia is not making any offer by communication of the Information to recipients and no reliance should be placed upon the contents of the Information by any person who may subsequently decide to apply for Interests following circulation of the Limited Partnership Agreement and other legal documents constituting IDF.
This Information does not purport to be all inclusive or to contain all the information that a prospective investor in IDF (“Prospective Investor”) may desire in deciding whether or not to proceed with a transaction relating to the Interests (a “Proposed Transaction”). The Information is believed by Sequoia to be accurate and correct, and statements of opinion in the Information are considered by Sequoia to be reasonable, in each case as at the date the Information was prepared, but Sequoia does not accept responsibility for the Information, which has not been independently verified. Prospective Investors are expressly warned that they must carry out their own due diligence and should form their own assessment and take independent professional advice on the merits and risks of an investment in IDF and the legal, regulatory, tax and investment consequences and risks of doing so.
Prospective Investors should not construe the contents of the Information as legal, tax, financial, investment, accounting or other advice or as a recommendation by Sequoia that any Prospective Investor should acquire an Interest. No representation, warranty or undertaking, express or implied, is or will be given by Sequoia or its affiliates, advisers, directors, employees or agents and, without prejudice to any liability for, or remedy in respect of, fraudulent misrepresentation, no responsibility or liability or duty of care is or will be accepted by Sequoia or its affiliates, advisers, directors, employees or agents as to the fairness, accuracy, completeness, currency, reliability or reasonableness of the information or opinions contained in the Information. In particular, but without prejudice to the generality of the foregoing, no representation, warranty or undertaking is given as to the achievement or reasonableness of any future projections, forecasts, targeted or illustrative returns (“Forward-Looking Information”). Past performance information contained in the Information is not an indication of future performance. It has not been audited or verified by an independent party and should not be seen as any indication of returns which might be received by investors in IDF. Similarly, where Forward-Looking Information is, or related statements or expressions of opinion are, given, it or they should not be regarded by any recipient of the Information as a guarantee, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. A number of factors could cause actual results to differ materially from those in any Forward-Looking Information. In particular, Prospective Investors should note that the Forward-Looking Information is subject to the ongoing outbreak of COVID-19. The full impact of COVID-19 is particularly uncertain and difficult to predict, therefore the Forward-Looking Information does not reflect its ultimate potential effects, which may substantially and adversely impact IDF’s execution of its investment strategy. In addition, and more generally, there can be no assurance that IDF’s investment strategy or objective will be achieved or that investors in IDF will receive a return of the amount invested.
To the fullest extent possible, by clicking “I understand and agree” below, each Prospective Investor releases Sequoia and its affiliates, advisers, directors, employees and agents in all circumstances (other than fraud) from any liability whatsoever and howsoever arising from its use of the Information. In addition, no responsibility or liability or duty of care is or will be accepted by Sequoia or its affiliates, advisers, directors, employees or agents for updating the Information, correcting any inaccuracies in it or providing any additional information to any Prospective Investor. Accordingly, none of Sequoia or its respective affiliates, advisers, directors, employees or agents shall be liable (save in the case of fraud) for any loss (whether direct, indirect or consequential) or damage suffered by any person as a result of relying on any statement in, or omission from, the Information.
An investment in IDF is subject to significant risks of loss of income and capital and Interests in IDF will be subject to restrictions on transfer. There will be no public market for Interests in IDF and they will not be negotiable on the capital markets. Investors in IDF must regard their investment as illiquid and be prepared to bear the risks of investment in IDF for an indefinite period of time. An investment in IDF is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in IDF and an understanding that investors may lose some or all of their investment in IDF.
This communication is only addressed to, and directed at, persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (“Qualified Investors”) and to whom this communication can lawfully be made in accordance with any applicable laws, legislation, rules or regulations. For the purposes of this provision, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended). This communication must not be acted on or relied on in any member state of the European Economic Area by persons who are not Qualified Investors and to whom this communication cannot lawfully be made in accordance with any applicable laws, legislation, rules or regulations.
By clicking “I understand and agree” below, you represent, warrant and agree that you (1) have read and understood the information set out above, (2) agree to be bound by its terms, (3) are not resident or located in any Excluded Territory, and are not a U.S. Person (as defined in Regulation S of the Securities Act), (4) are permitted under applicable laws and regulations to receive the Information and (5) agree that you will not transmit or otherwise send the Information to any person in the United States or to publications with a general circulation in the United States.
