Disclaimers & Other Important Disclosures

General

The information contained in this presentation is confidential and may not be reproduced or redistributed without the prior written approval of Seraya Management Private Limited (the “Manager”) and its affiliates (collectively, “Seraya”). None of Seraya, the Fund (as defined below), the General Partner (as defined below), the Manager or any of their respective affiliates or advisers, or Alter Domus Management Company S.A. (the “AIFM”) have an obligation to provide any recipient of this presentation with subsequent revisions or updates to any historical or forward-looking information contained in this presentation to reflect the occurrence of events and/or changes in circumstances after distribution of this presentation.

This presentation has been prepared solely for the purpose of providing limited information in relation to the contemplated establishment of “Seraya Partners Fund II”, composed of (i) Seraya Partners Fund II, LP, a limited partnership established under the laws of Singapore, (ii) Seraya Partners Fund II SCSp, a Luxembourg special limited partnership (société en commandite spéciale) established under the laws of the Grand Duchy of Luxembourg, (iii) Seraya Partners Fund II S.C.A. SICAV-RAIF, a Luxembourg corporate partnership limited by shares (société en commandite par actions) established under the laws of the Grand Duchy of Luxembourg qualifying as an investment company with variable capital – reserved alternative investment fund (société d’investissement à capital variable – fonds d’investissement alternatif réservé) pursuant to the Luxembourg law of July 23, 2016 on reserved alternative investment fund, and any related parallel vehicles as may be established from time to time, that Seraya contemplates to initiate (collectively, the “Fund” or “Fund II”). References in this presentation to the “General Partner” refer to the general partners of the Fund collectively or any of them individually as the context may require. Prospective investors of any companion fund to the Fund should refer to the marketing materials and fund documentation relating to such companion fund for further information.

This presentation does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, interests (“Interests”) in the Fund, nor shall this presentation or any part thereof or the fact of this presentation form the basis of, or be relied upon in connection with, any contract with the recipient of this presentation. Additionally, nothing in this presentation should be construed as marketing or general solicitation of any Interests to any person. Interests in the Fund will be offered only pursuant to the terms of the limited partnership agreement, the shareholders’ agreement, or equivalent constitutional document of the relevant Fund vehicle (each a “Partnership Agreement”), which will be furnished to qualified investors on a confidential basis for their consideration in connection with the private offering of Interests, and which may differ from the information contained in this presentation. This presentation has not been submitted to, reviewed, registered with, lodged as a prospectus or approved by any regulatory authority in any jurisdiction, including the Monetary Authority of Singapore (the “MAS”).

The information and proposals contained in this presentation are preliminary and are subject to updating, completion, revision, further verification and amendment in the sole discretion of the Fund, the General Partner, the Manager or any of their respective affiliates or advisers without notice to recipients of this presentation. Certain information contained herein has been obtained from published and non-published sources prepared by other parties, which in certain cases has not been updated through the date hereof. None of the Fund, the General Partner, the Manager or any of their respective affiliates, advisors, directors, officers, employees, agents, or the AIFM assumes any responsibility for the accuracy or completeness of such information and such information has not been independently verified by any of them. The information contained herein is neither complete nor exact and is provided solely as reference material with respect to the funds referenced herein. This presentation is qualified in its entirety by the terms of the Partnership Agreement and other constituent documents to be entered into connection with each relevant Fund vehicle. With respect to each relevant Fund vehicle, to the extent the information and proposals contained in this presentation are inconsistent with those of the Partnership Agreement and such other constituent documents, the Partnership Agreement and such constituent documents shall prevail.

No reliance may be placed for any purpose whatsoever on any information contained in this presentation or on its completeness and/or accuracy and such information has not been independently verified by any of them. No representation or warranty, expressed or implied, is given by the Fund, the General Partner, the Manager or any of their respective affiliates, advisers, agents, the AIFM or any other person as to the accuracy or completeness of the information, analyses, views or opinions contained within this presentation nor any transaction is appropriate for any person, and no responsibility or liability is accepted for such information, analyses, views or opinions. Accordingly, none of the Fund, the General Partner, the Manager or any of their respective affiliates or advisers, or the AIFM shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on a statement or as a result of any omission in this presentation or in any future communications in connection with this presentation and any such liabilities are expressly disclaimed.

Recipients of this presentation should not construe the contents of this presentation as constituting legal, tax, financial, investment or other advice. Any person considering to subscribe for Interests should make his, her or its own independent assessment of the merit or otherwise of such subscription and should take his, her or its own independent legal, tax, financial and other advice. Investments in private equity funds (including the Fund) involve a variety of risks that may impede the achievement of performance objectives. Actual results may vary materially and adversely from their targets. Investors should have the financial ability and willingness to accept the risk characteristics of these investments and must make their own investigations and evaluations before investing.

Forward-Looking Statements

Certain materials and statements contained herein constitute “projections,” “estimates,” “forecasts” and other “forward-looking statements”. These projections, estimates, forecasts and other forward-looking statements, which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “target,” “intend,” “continue” or “believe,” or the negatives thereof or other variations thereon or comparable terminology, are based primarily upon applying assumptions retroactively to certain historical financial and other information. Due to various risks and uncertainties, actual events or results or the actual performance of any fund (including the Fund) or any company described herein may differ materially from those reflected or contemplated in such forward-looking statements.

Award, Honor, Ranking
No compensation was received from or paid to any award-granting body in association with any award described in this presentation. Any award, honor, or other reference to ranking referred to herein with respect to Seraya are provided solely for informational purposes and are not intended to be, nor should they be construed or relied upon as, any indication of future performance or other future activity. Any such award, honor, or other reference or ranking referred to herein may have been based on subjective criteria and may have been based on a limited universe of participants, and there are other awards, honors, or other references or rankings given to others and not received by Seraya. Other third parties or investors may disagree with the awards given to Seraya and potential investors should make their own determination about the prospects for the investment made by funds managed by Seraya. Receipt of the awards indicated herein may not be representative of the future performance of Seraya or any of its funds or investments and there is no guarantee that similar awards will be obtained by Seraya in the future.

Performance Information
Past Performance. Any historical return and/or past performance included in this presentation is not a prediction or guarantee of future performance and there can be no assurance that the same or similar investments will be made by the Fund, the Fund will be able to effectively implement its investment strategy and/or performance objectives, or comparable values or returns will be achieved or such performance objectives will be achieved by the Fund. Specific investment references provided herein are for illustrative purposes only and are not necessarily representative of investments that will be made by the Fund or Seraya in the future.

Target Performance. Any hypothetical, estimate or target performance and/or return included in this presentation is for illustrative purposes only and does not represent actual performance or other information related to the Fund or investment of Seraya. Seraya intends to target investments with the potential to produce the target returns presented herein, and is intended to indicate how Seraya underwrites investments. Accordingly, the target performance information should not under any circumstances be understood as the “track record” or the performance of any actual investment vehicle.
In considering the performance information contained herein, prospective investors should bear in mind that targeted performance is not a guarantee, projection or prediction and is not necessarily indicative of future results. There can be no assurance that the Fund will achieve comparable results, that targeted returns will be met or that the Fund will be able to implement its investment strategy and investment approach or achieve its investment objectives. Actual investment level and net returns for the Fund may vary significantly from the targeted returns set forth herein. The Fund’s target returns are expected to be realized from the disposition of investments using leverage where Seraya believes it is appropriate. The target returns stated herein are based on Seraya’s belief about what returns may be achievable on investments that Seraya intends to pursue in light of Seraya’s experience with similar transactions. There can be no assurance that the Fund will achieve such returns or objectives. The adoption of these performance objectives is not intended to predict the Fund’s performance; instead, the objectives are used to help explain how the Manager intends to construct the Fund’s portfolio. The ultimate returns realized by the Fund will depend on numerous factors, which are subject to uncertainty. Further, the target returns stated herein are based, in whole or in part, on an assumption that economic, market and other conditions will not deteriorate and, in some cases, improve. Actual realized returns on the Fund’s investments will depend on, among other factors, the ability to consummate attractive investments, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions and circumstances on which the target returns are based. Accordingly, there can be no assurances that any performance or return objective will be realized or achieved. In addition, there are a variety of risks that may impede the achievement of the performance objectives, which are not included in this presentation. Actual results may vary materially and adversely. Target net returns are estimated by applying the estimated management fees, carried interest and expenses for the Fund to the target gross returns indicated herein.
Realized and Unrealized Values. The performance of Fund I described herein consists of investments that are unrealized. While Seraya’s projections regarding the performance of unrealized investments are based on assumptions that Seraya believes to be reasonable under the circumstances, the actual realized returns on unrealized investments will depend on, among other factors, future operating results, the value of the assets, market conditions at the time of disposition, any related transaction cost, the timing and manner of sale, and in the case of net returns, management fees, expenses and carried interest charged in connection with such unrealized investments, all of which may differ materially from the assumptions on which the valuations herein are based. There can be no assurance that proceeds will be realized on these unrealized investments, or that, if and when realized, the actual realized returns and actual proceeds will be equal to Seraya’s projected returns indicated herein. Accordingly, the actual realized returns on investments that are partially realized or unrealized, as well as the IRRs and MOICs relying on unrealized values, may differ materially and adversely from the Seraya’s projected returns and/or projected proceeds indicated herein. For the purposes of the IRRs and MOICs presented herein, unrealized investments are treated as if realized on the date indicated in the track record, and in the case of net returns, as though the applicable estimated carried interest were paid at such date.

Performance figures. Performance figures in this presentation are as of the date indicated herein unless otherwise noted. Certain numbers have been rounded. Unless otherwise noted, the performance figures in this presentation are unaudited and are calculated by Seraya. While this presentation highlights important data, it does not purport to capture all dimensions of risk. The methodology used to aggregate and analyze data may be adjusted periodically. The results of previous analyses may differ as a result of those adjustments. Seraya has made assumptions that it deems reasonable and used what it believes to be the best information available in producing calculations and figures.
Gross and net performance figures for an individual investment or a subset of individual investments of a fund are estimated and do not represent actual performance experienced by investors on a fund-level basis. These figures have been calculated on a model basis (the “Model”) using specific allocation of carried interest and allocating management fees and expenses based on invested capital of such individual investment or investments at the end of the relevant quarter. Further details of the Model are available upon request. These performance figures illustrate the potentially substantial impact of fees, carried interest and expenses on the gross returns of extracted performance, even though these amounts are charged or allocated at the fund level. Net performance figures of an individual investments or a subset of investments of a fund may materially differ from the net performance figures of such fund.
For purposes of any performance information provided in this presentation, investor should refer to the following explanatory notes:
“Capital Invested” represents the amount of capital invested, including follow-on investments, by the relevant fund in the applicable transaction or transactions. The amount of invested capital includes amounts actually or deemed to have been distributed to, and recalled from, investors under the relevant fund’s recycling provisions, if any.
“Gross IRR” in relation to a fund or any one or more of its investments represents the aggregate, annual, compound, gross internal rate of return on such investment, investments or the fund, based on realized and unrealized proceeds using historical fund-level cash flows between a fund and its portfolio companies. Gross IRR is calculated before the deduction of management fees, carried interest, general fund expenses and other expenses borne by investors, all of which may be substantial and reduce returns.
“Gross MOIC” in relation to a fund or any one or more of its investments represents the gross investment multiple, which is the Total Value divided by Capital Invested of such fund or investment(s) on a gross basis, and does not reflect the deduction of management fees, carried interest and general fund expenses borne by investors, all of which may be substantial and reduce returns.
“IRR” in relation to a fund or any one or more of its investments represents the internal rate of return and represents the annualized implied discount rate that equates the present value of all the cash inflows with the sum of the present value of all the cash outflows and present value of the unrealized residual value as of the end of the period. Inputs used to calculate realized and unrealized multiple and IRR figures (e.g., paid-in capital, distributions and fair market values) may differ from accounting-based information (e.g., cost basis, realized and unrealized gains/losses).
“MOIC” in relation to a fund or any one or more of its investments represents the investment multiple, which is the Total Value divided by Capital Invested of such fund or investment(s).
“Net IRR” in relation to a fund or any one or more of its investments represents the aggregate, annual, compound, internal rate of return on such fund or investment(s), calculated after payment of the applicable management fees, carried interest and general fund expenses borne by investors based on the Model described above. An individual limited partner’s Net IRR may vary based on, but not limited to, the size and timing of capital contributions and distributions.
“Net MOIC” in relation to a fund or any one or more of its investments represents the net investment multiple, which is the Total Value divided by Capital Invested of such fund or investment(s) on a net basis, after reduction of management fees, carried interest and general fund expenses borne by investors based on the Model described above.
“Realized Value” for realized investments and the realized portion of partially realized investments represents the proceeds received by the applicable fund in connection with the sale of all or a portion of a portfolio investment, or in connection with distributions from an investment.
“Unrealized Value” for unrealized investments and the unrealized portion of partially realized investments represents the estimated fair value of an investment that has not been realized in accordance with the Seraya valuation policy. The fair value of an investment is an estimate of the price that would be received upon the liquidation of an investment in an orderly transaction between two parties at the measurement date under current market conditions.

“Total Value” represents the sum of Realized Value and Unrealized Value.
“N/A” represents circumstances where Seraya believes the calculation period to be insufficient to yield any meaningful result, when an investment is not yet operational and is still in the project development phase, or in the case of negative IRR, where an IRR cannot be calculated.
By accepting this presentation, each recipient of this presentation represents and warrants that: (a) it is able to receive this presentation without contravention of any unfulfilled registration requirements or other legal or regulatory restrictions in the jurisdiction in which such recipient resides or conducts business, (b) it will maintain the information and data contained herein in the strictest of confidence and will not, in any circumstances whatsoever, reproduce this presentation, in whole or in part, or disclose any of the contents hereof to any other person, and (c) it agrees to be bound by the foregoing limitations.

MARKETING COMMUNICATION DISCLAIMER FOR PROSPECTIVE EUROPEAN ECONOMIC AREA INVESTORS IN SERAYA PARTNERS FUND II SCSP
This presentation is related to Seraya Partners Fund II SCSp (the “Luxembourg Partnership”), a Luxembourg special limited partnership (société en commandite spéciale), having its registered office at 15, Boulevard F. W. Raiffeisen L-2411 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B295806 being part of an investment program denominated Seraya Partners Fund II currently composed of (i) Seraya Partners Fund II, LP, a limited partnership established under the laws of Singapore, (ii) the Luxembourg Partnership, (iii) Seraya Partners Fund II S.C.A. SICAV-RAIF, a Luxembourg corporate partnership limited by shares (société en commandite par actions) established under the laws of the Grand Duchy of Luxembourg qualifying as an investment company with variable capital – reserved alternative investment fund (société d’investissement à capital variable – fonds d’investissement alternatif réservé) pursuant to the Luxembourg law of July 23, 2016 on reserved alternative investment fund, and any related parallel vehicles as may be established from time to time, that Seraya Management Private Limited (“Seraya”) contemplates to initiate (collectively, the “Fund”).
The Luxembourg Partnership is a special limited partnership (société en commandite spéciale) formed under the laws of the Grand Duchy of Luxembourg, and in particular the law of August 10, 1915 on commercial companies qualifies as an externally managed alternative investment fund (“AIF”) within the meaning of Directive 2011/61/EU of June 8, 2011 on alternative investment fund managers (“AIFMD”).
The managing general partner of the Luxembourg Partnership is Seraya GP2 S.à r.l., a private limited liability company (société à responsabilité limitée), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 15, Boulevard F. W. Raiffeisen L-2411 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B295611.
Alter Domus Management Company S.A. acts as the alternative investment fund manager of the Luxembourg Partnership (the “AIFM”). The AIFM is supervised by the Luxembourg Commission de Surveillance du Secteur Financier (the “CSSF”) and is authorized as an alternative investment fund manager by the CSSF in accordance with the AIFMD. Seraya is acting as delegated portfolio manager in respect of the Fund’s assets.
The Luxembourg Partnership will be only offered to professional investors in the meaning of the Annex II of Directive 2014/65/EU (MIFID II).
This presentation shall only be provided within the following European Economic Area (“EEA”) jurisdictions with recipients qualifying as (i) professional investors as referred to in Annex II, Section I of the Markets in Financial Instruments Directive 2014 (2014/65/EU), and (ii) eligible counterparties as referred to in Section 1:1 of the Dutch Financial Supervision Act where the Luxembourg Partnership has been registered for distribution under Article 32 of AIFMD: Austria, Belgium, Germany, Denmark, Spain, Finland, France, Ireland, Italy, Luxembourg, Netherlands, Norway, Sweden.
This presentation is distributed in the EEA by William Blair B.V., which is authorized and supervised by the Dutch Authority for the Financial Markets (AFM) under license number 14006134 and also supervised by the Dutch Central Bank (DNB), registered at the Dutch Chamber of Commerce under number 82375682 and having its statutory seat in Amsterdam, the Netherlands. William Blair B.V. has been appointed as placement agent and is responsible for marketing interest of the Luxembourg Partnership to professional investors in the EEA.
MARKETING COMMUNICATION DISCLAIMER FOR PROSPECTIVE EUROPEAN ECONOMIC AREA INVESTORS IN SERAYA PARTNERS FUND II S.C.A. SICAV-RAIF
This presentation is related to Seraya Partners Fund II S.C.A. SICAV-RAIF (the “Luxembourg Corporate Partnership”), a Luxembourg corporate partnership limited by shares (société en commandite par actions) qualifying as an investment company with variable capital – reserved alternative investment fund (société d’investissement à capital variable – fonds d’investissement alternatif réservé) pursuant to the Luxembourg law of July 23, 2016 on reserved alternative investment funds (the “2016 Law”), having its registered office at 15, Boulevard F. W. Raiffeisen L-2411 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B300408 being part of an investment program denominated Seraya Partners Fund II currently composed of (i) Seraya Partners Fund II, LP, a limited partnership established under the laws of Singapore, (ii) Seraya Partners Fund II SCSp, a Luxembourg special limited partnership (société en commandite spéciale) established under the laws of the Grand Duchy of Luxembourg and (iii) the Luxembourg Corporate Partnership and that will be composed of any other parallel vehicle as may be established from time to time that Seraya Management Private Limited (“Seraya”) contemplates to initiate (collectively, the “Fund”).

The Luxembourg Corporate Partnership is governed by the laws of the Grand Duchy of Luxembourg, including (i) the law of August 10, 1915 on commercial companies, as amended, and (ii) the 2016 Law. The Luxembourg Corporate Partnership qualifies as an externally managed alternative investment fund (“AIF”) within the meaning of Directive 2011/61/EU of June 8, 2011 on alternative investment fund managers (“AIFMD”).
The managing general partner of the Luxembourg Corporate Partnership is Seraya GP2 S.à r.l., a private limited liability company (société à responsabilité limitée), incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 15, Boulevard F. W. Raiffeisen L-2411 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B295611.
Alter Domus Management Company S.A. acts as the alternative investment fund manager of the Luxembourg Corporate Partnership (the “AIFM”). The AIFM is supervised by the Luxembourg Commission de Surveillance du Secteur Financier (the “CSSF”) and is authorized as an alternative investment fund manager by the CSSF in accordance with the AIFMD. Seraya is acting as delegated portfolio manager in respect of the Fund’s assets.
The Luxembourg Corporate Partnership will be only offered to professional investors in the meaning of the Annex II of Directive 2014/65/EU (MIFID II).
This marketing communication shall only be provided within the following European Economic Area (“EEA”) jurisdiction with recipients qualifying as (i) professional investors as referred to in Annex II, Section I of the Markets in Financial Instruments Directive 2014 (2014/65/EU), and (ii) eligible counterparties as referred to in Section 1:1 of the Dutch Financial Supervision Act where the Luxembourg Corporate Partnership has been registered for distribution under Article 32 of AIFMD: Germany.
This marketing communication is distributed in the EEA by William Blair B.V., which is authorized and supervised by the Dutch Authority for the Financial Markets (AFM) under license number 14006134 and also supervised by the Dutch Central Bank (DNB), registered at the Dutch Chamber of Commerce under number 82375682 and having its statutory seat in Amsterdam, the Netherlands. William Blair B.V. has been appointed as placement agent and is responsible for marketing interest of the Luxembourg Corporate Partnership to professional investors in the EEA.

FOR PROSPECTIVE EUROPEAN ECONOMIC AREA INVESTORS IN SERAYA PARTNERS FUND II SCSP AND SERAYA PARTNERS FUND II S.C.A. SICAV-RAIF
This presentation is not intended for retail investors. Before making any investment decision:
(i) prospective EEA investors in the Luxembourg Partnership must read:
the private placement memorandum of Seraya Partners Fund II, particularly the Section headed “Risk Factors and Conflicts of Interest”; and
the Luxembourg addendum to the private placement memorandum of Seraya Partners Fund II relating to the Luxembourg Partnership which includes, among others, the information to be disclosed to investors pursuant to Article 23 of AIFMD.
(ii) prospective EEA investors in the Luxembourg Corporate Partnership must read:
the private placement memorandum of the Luxembourg Corporate Partnership drawn up in accordance with the 2016 Law and containing among others, the information to be disclosed to investors pursuant to Article 23 of AIFMD, as amended and/or restated from time to time, particularly the Section headed “Risk Factors and Conflicts of Interest”
The aforementioned private placement memorandums and addendum are available upon request to the AIFM at 15, Boulevard F. W. Raiffeisen L-2411 Luxembourg, Grand Duchy of Luxembourg or at the following email address: ope-oversight@alterdomus.com.
A summary for your investor rights regarding an individual complaint or a collective action for litigation on a financial product at EEA level and in your country of residence is available at Management Company Policies and SFDR Disclosure - Luxembourg | Alter Domus and upon request to the AIFM. In case of any complaint, please contact ADMC.complaints@alterdomus.com by using "complaint" as the subject line.
This presentation is not intended to provide an investment, tax, accounting, professional or legal advice. Any opinions or forecasts provided are as of the date specified, may change without notice and do not constitute a recommendation or offer of any investment. No assurance can be given that the Fund’s objectives will be achieved or that investors will receive a return of their capital.
This presentation contains confidential and proprietary information of Seraya. It is confidential and has been prepared by Seraya in consultation with the AIFM solely for the information of the persons to whom it has been delivered. It is not to be reproduced, transmitted, distributed or published in whole or in part, by any means, to third parties without the prior written consent of Seraya and the AIFM. None of the information presented in the presentation may be used for commercial purposes without the express consent of Seraya (its directors, employees and affiliates) and the AIFM and they disclaim all liability on the use of data contents, and any consequence arising from such use. Any unauthorized use or reproduction of this data may give rise to legal proceedings.

Sustainability-Related Disclosures
Each of the Luxembourg Partnership and the Luxembourg Corporate Partnership promotes environmental characteristics pursuant to article 8 of SFDR, and that the SFDR pre-contractual disclosures in relation thereof are appended to the private placement memorandum and addendum (as applicable) of each of the Luxembourg Partnership and the Luxembourg Corporate Partnership. For more information on the AIFM’s ESG policy and sustainability-related aspects, please refer to the following link: Management Company Policies and SFDR Disclosure - Luxembourg | Alter Domus.

Termination of Marketing
The AIFM may, in consultation with Seraya, decide to terminate the arrangements made for the marketing of its collective investment undertakings in accordance with Article 93a of Directive 2009/65/EC and Article 32a of Directive 2011/61/EU. For more related information, please refer to the following link: Downloads | Alter Domus.

Placement Agent
In connection with the offering of Interests in the Fund, all U.S. regulated capital market and securities advisory services are provided by William Blair & Company, L.L.C., a registered broker-dealer with the U.S. Securities and Exchange Commission, and a member of Financial Industry Regulatory Authority and Securities Investor Protection Corporation (the “Placement Agent”). In the event Interests are offered to prospective investors outside the U.S., the Placement Agent may perform certain services through, or in conjunction with, its affiliates.
Seraya and not the Placement Agent has prepared the information contained herein (including certain forward-looking statements) and may have obtained from published sources or other parties. While such sources are believed to be reliable, none of the Placement Agent or its affiliates, or any of their respective directors, officers, employees, or other agents assumes any responsibility for the accuracy or completeness of the information. Any market or other views expressed herein are those of the author compiled and obtained from sources believed to be reliable, but the Placement Agent does not represent or warrant that the market or other views are accurate and complete or that any transaction is appropriate for any person, and it should not be relied on as such. Any information concerning the performance track record of any financial product is provided purely for informational purposes and without any representation or warranty by the Placement Agent.
Any estimated or target performance presented herein is prepared by Seraya and not the Placement Agent. Such estimated or target performance is based on Seraya’s internal estimates, and should not be considered a prediction, projection, or guarantees of future performance. Actual performance including all yields, returns, multiples, estimates and profit margins will depend on numerous factors, including the pace and duration of an investment, costs and expenses, leverage, and fees, all of which would significantly impact any returns and distributions. While Seraya believes its performance estimates and targets to be reasonable and sound under the current circumstances, there is no assurance that they will be achieved or that an investment in the Fund will be profitable. Investors should closely review the Disclaimers and Other Important Disclosures of this presentation for important information regarding all performance information presented herein.
This presentation was prepared by Seraya or other representatives of the Fund and is being furnished solely for the use of prospective investors in the Fund. The Placement Agent is acting solely as placement agent for the Fund and, in that capacity, is not acting as investment adviser to prospective investors in the Fund. Potential investors must make their own investment decisions after consultation with their own lawyers, accountants, and other professionals. In making an investment decision, potential investors should be aware that Placement Agent will receive a placement fee from Seraya that is generally based upon the commitment amount of the investors. The Placement Agent also may seek to do business with and earn fees or commissions from affiliates of Seraya or the Fund and in relation to the Fund’s investments, as well as from other third-party fund sponsors that may have similar or different investment objectives of the Fund. Examples of such business may include the provision of advisory and placement services. Accordingly, potential investors should recognize that the Placement Agent’s marketing of Interests may be influenced by its interest in current or future fees and commissions, including differentials in the placement fees that are offered by other third-party fund sponsors for which the Placement Agent provides similar placement services. The Placement Agent expressly disclaims any representation or warranty regarding involvement in or responsibility for any forward-looking statements or any other information contained in this presentation.
Seraya engaged the Placement Agent to provide placement advisory services in connection with an offering of Interests in the Fund. The Placement Agent expects to receive cash compensation and may receive non-cash compensation in connection with soliciting prospective Fund investors, including compensation based on capital raised. The Placement Agent’s compensation arrangement, and any additional relationships that the Placement Agent may have with Seraya or its funds, results in material conflicts of interest, including an incentive to endorse Seraya or its funds and accounts. The Placement Agent is not a current client of Seraya, and is not an investor in the Fund or an account of Seraya, although the employees of the Placement Agent and its affiliates may currently, or subsequently, invest with Seraya. The Placement Agent may also provide brokerage services to, or otherwise do business with, companies into which Seraya, its funds, or accounts directly or indirectly invest.

FOR USE WITH INSTITUTIONAL INVESTORS ONLY
Past performance is not indicative of future returns and no assurance can be made that the profits will be achieved or that substantial losses will not be incurred. Investing involves risks, including the possible loss of principal. There can be no assurance that investment objectives will be met. Changes in exchange rates may have an adverse effect on the value, price or income of the strategies or underlying overseas investments.
This presentation does not constitute an offer to sell any security or a solicitation of an offer to purchase any security and is for promotional, informational and educational purposes only and not intended as investment advice or a recommendation to buy or sell any security. Investment advice and recommendations can be provided only after careful consideration of an investor’s objectives, guidelines, and restrictions. Any investment or strategy mentioned herein may not be appropriate for every investor. Products and services referenced may not be available to persons located in certain jurisdictions.
Factual information has been taken from sources we believe to be reliable, but its accuracy, completeness or interpretation cannot be guaranteed. Information and opinions expressed are those of the author(s) and may not reflect the opinions of other investment teams within William Blair. Information is current as of the date appearing in this presentation only and subject to change without notice. This presentation may include estimates, outlooks, projections and other forward-looking statements. Due to a variety of factors, actual events may differ significantly from those presented.
For UK Investors: This presentation is distributed in the United Kingdom by William Blair International, Ltd., authorized and regulated by the Financial Conduct Authority (FCA), and is only directed at and is only made available to persons falling within articles 19, 38, 47, and 49 of the Financial Services and Markets Act of 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "relevant persons").
For EEA Investors: This presentation is distributed in the EEA by William Blair B.V., authorized and supervised by the Dutch Authority for the Financial Markets (AFM) under license number 14006134 and also supervised by the Dutch Central Bank (DNB), registered at the Dutch Chamber of Commerce under number 82375682 and having its statutory seat in Amsterdam, the Netherlands. This presentation is only intended for recipients qualifying as (i) professional investors as referred to in Annex II, Section I of the Markets in Financial Instruments Directive 2014 (2014/65/EU), and (ii) eligible counterparties as referred to in Section 1:1 of the Dutch Financial Supervision Act.
For Swiss Investors: This presentation is distributed in Switzerland by William Blair Investment Services (Zurich) GmbH, Talstrasse 65, 8001 Zurich, Switzerland ("WBIS"). WBIS is engaged in the offering of collective investment schemes and renders further, non-regulated services in the financial sector. WBIS is affiliated with FINOS Finanzomubdsstelle Schweiz, a recognized ombudsman office where clients may initiate mediation proceedings pursuant to articles 74 et seq. of the Swiss Financial Services Act ("FinSA"). The client advisers of WBIS are registered with regservices.ch by BX Swiss AG, a client adviser registration body authorized by the Swiss Financial Market Supervisory Authority ("FINMA"). WBIS is not supervised by FINMA or any other supervisory authority or self-regulatory organization. This presentation is only intended for institutional and professional clients pursuant to article 4(3) to (5) FinSA.
For Singapore Investors: This presentation is distributed in Singapore by the Manager. The collective investment scheme is not authorized or recognized by the MAS and the units are not allowed to be offered to the retail public. This presentation and any other document or material issued in connection with the offering or sale of Fund Interests is not a prospectus as defined in the Securities and Futures Act 2001 (the “SFA”) and, accordingly, (a) statutory liability under the SFA in relation to the content of prospectuses does not apply and (b) this presentation may not be circulated or distributed, nor may the Fund Interests be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in the SFA) pursuant to Section 304 of the SFA, (ii) to a relevant person (which includes an accredited investor (as defined in the SFA)) in accordance with the conditions specified in Section 305 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable exemption of the SFA, in each case of (i), (ii) and (iii), pursuant to other applicable provisions of the SFA and certain regulations promulgated thereunder.

Information Disclosure for Article 63 Notification under the Financial Instruments and Exchange Act

Seraya has submitted a notification under Article 63 of the Financial Instruments and Exchange Act of Japan (the “FIEA”) in connection with certain private placement activities conducted in Japan. In accordance with applicable regulatory requirements, we have prepared the prescribed “Information Disclosure for Article 63 Notification under the Financial Instruments and Exchange Act.” This disclosure document contains important information regarding our regulatory status and business activities in Japan. Please click the links below to access and review the full disclosure document.