As exits remain slow, we believe mid-life capital has evolved from an emergency liquidity valve into a strategic tool for value creation. In our view, a particularly attractive form of this opportunity can be found in the mid-market—and may reward investors able to underwrite it like a buyout rather than a passive co-investment.
A mid-life investment is a co-investment made one to three years after the acquisition of a portfolio company, providing additional capital to support its next phase of growth. For GPs, it offers a flexible way to continue backing high-quality assets without forcing an exit. In our view as direct co-investors, mid-life investments represent a differentiated opportunity set with a potential for an attractive risk–return profile that complements traditional co-investments across market cycles. Their shorter duration and earlier distributions may meaningfully enhance the cash flow profile of our direct funds.
The strategy is particularly relevant in the current market environment. Since the 2021 peak, global M&A activity has slowed as higher financing costs, macroeconomic volatility, and tighter buyer underwriting have weighed on transaction volumes and delayed exits. This has, in turn, constrained distributions: by 2024, buyout distributions as a share of NAV had fallen to their lowest level in more than a decade1. As a result, private equity portfolios contain a growing pool of mature businesses that may still have meaningful value-creation potential but are being held for longer.
This creates a distinct opportunity set for mid-life capital. In our view, the case is particularly strong in one specific part of the market: the mid-market.
Why the Mid-Market Is the Natural Home for Mid-Life Capital
Mid-life transactions can occur across the private equity market, but we believe the opportunity is particularly compelling in the small and mid-market. Two structural features explain why: alternative capital solutions become less scalable as transaction sizes decline, while the complexity of mid-life investing creates a capability gap among potential capital providers.
First, many alternative capital solutions have a minimum efficient scale.
In our view, sponsors today have an expanding toolkit of capital solutions to support portfolio companies without forcing an exit. These include incremental debt, NAV facilities, preferred equity, continuation vehicles and, increasingly, mid-life capital. However, these solutions are not equally applicable across the market.
We believe that as company size decreases, many of these solutions become progressively less accessible. NAV facilities, structured credit and similar financing solutions are typically more expensive, harder to source and more operationally intensive for smaller GPs. Debt markets also tilt against the mid-market, with spreads in private credit generally higher than in the broadly syndicated loan market.
We note, however, that the limitations differ across the toolkit. While debt-based solutions become more expensive as company size decreases, equity-based solutions such as continuation vehicles face their own scalability constraints. Continuation vehicles have become an established solution for larger buyout funds. However, they require significant transaction sizes, syndication, legal work and operational resources. As the secondary market has matured, minimum deal sizes have continued to increase, making many mid-market companies uneconomic candidates for a continuation vehicle.
The strategic need, however, remains exactly the same. Mid-market GPs still need capital to fund acquisitions, accelerate growth and optimize exit timing. Without practical or cost-effective alternatives, mid-life capital becomes a natural solution.
Importantly, mid-life capital should not be viewed as an alternative to continuation vehicles, but as a complementary tool within a GP’s capital allocation toolkit. In many cases, it extends the value creation journey by funding acquisitions and organic growth today, while creating the additional scale and maturity that may support a continuation vehicle—or any other exit option—further down the road.
Second, mid-life investing sits in a specialist execution gap.
Mid-life transactions combine characteristics of traditional co-investments with the underwriting demands of lead buyouts. Unlike many conventional co-investments, they typically require investors to form an independent view on valuation, conduct or commission full third-party due diligence, and negotiate bespoke governance and transaction terms.
That creates a natural gap in the market. Many traditional co-investment programs are designed to invest alongside a sponsor’s underwriting rather than replicate a lead-investor diligence process. At the same time, larger co-investment and secondary platforms are often drawn toward transactions that can absorb more capital and therefore justify the resources required.
The result is a segment of the small and mid-market where transaction complexity is high relative to deal size, creating a natural premium on specialist underwriting, structuring and execution capabilities. For investors able to operate effectively in this part of the market, this can create a differentiated opportunity set with attractive access and competitive dynamics.
From Emergency Valve to Strategic Engine
The role of mid-life capital has also evolved significantly. What began primarily as a liquidity solution has become an increasingly strategic tool for value creation. Adoption accelerated after COVID, driven by higher interest rates, inflation, and a prolonged slowdown in exits. During that period, mid-life capital primarily served as an emergency source of liquidity – financing organic or inorganic initiatives and meeting investor liquidity requirements when traditional exits were unavailable – allowing GPs to avoid forced sales, preserve long-term value, and maintain optionality until market conditions stabilized.
Over the past several years, GPs have increasingly used mid-life investments as a proactive instrument to shape growth, governance, and exit readiness. In practice, the capital does three things.
First, mid-life capital enables sponsors to fund M&A initiatives intended to support growth and potentially shorten the path to exit. Beyond the earnings impact, a well-executed acquisition program establishes a company as a credible consolidator. For future buyers, a proven ability to source, integrate, and scale acquisitions may reduce perceived execution risk and may support exit valuation, depending on market conditions and transaction-specific factors.
Second, we believe mid-life capital funds what we view as high-return organic growth – building out a new facility to meet contracted demand, or hiring key talent to accelerate a proven new business line– driving above-market growth heading into a sale and positioning the company well relative to competitors.
Third, mid-life capital buy out legacy shareholders, often non-executive founders or minority holders. This does not directly accelerate growth, but it simplifies ownership and governance, improves alignment and sharpens the speed and quality of strategic decision-making. This creates a stronger platform for executing growth initiatives and preparing the business for exit. Executed well, these uses let GPs double down on their best assets and enhance exit optionality: a strategic engine for compounding value in the companies they know best.
What a Strong Deal Looks Like – and Why It Isn’t a Rescue
In our opinion, the strongest opportunities share a profile: high-quality businesses at an identifiable inflection point, where incremental capital creates substantially more value than waiting for an eventual exit. Three characteristics recur.
First, they involve a proven, high-quality business. In our experience, the best mid-life investments involve established businesses with stable earnings, experienced management teams and GPs that know the company intimately. This familiarity materially reduces underwriting uncertainty and provides greater confidence around both the investment thesis and execution plan.
Second, we aim to identify investments with a clear value creation catalyst. Mid-life capital should be deployed where additional investment can accelerate value creation over a relatively short period. This may include funding bolt-on acquisitions, supporting expansion into new markets, financing operational initiatives or deleveraging the balance sheet ahead of an exit. The common feature is a well-defined, executable plan that can materially increase equity value within a typical investment horizon of less than three years.
Third, we think the strongest mid-life opportunities offer strong downside resilience. Because mid-life investments are made in businesses with an established operating track record and a shorter path to exit, they typically offer greater visibility into outcomes than traditional co-investments. This can be further enhanced through bespoke structuring, including preferred equity or liquidation preferences, creating an attractive asymmetric risk-return profile.
While we observe that mid-life investments generally offer lower absolute return potential than longer-duration strategies, we view this as an attractive and intentional trade-off. Shorter expected holding periods may reduce
exposure to certain duration-related risks, while earlier distributions may improve the cash-on-cash profile of our direct co-investment funds by reducing net invested capital over time2.
Crucially, these are not rescue transactions or forced liquidity solutions. They are targeted deployments of acceleration capital into businesses that have already demonstrated their resilience and are well positioned to generate additional value from further capital investments. Please note that this statement is not indicative of future performance, and all investments carry risks, including the potential loss of principal.
Execution Is the Differentiator
Sourcing the right deal is necessary but not sufficient; returns are made through execution – a process that mitigates misalignment, sharpens incentives, and preserves momentum. Three capabilities matter most.
Buyout-grade diligence. Mid-life transactions require full third-party financial, tax, legal, and commercial diligence, alongside extensive management access. Investors cannot rely on inherited GP diligence alone.
Precision structuring. Each deal is tailored. Preferred equity, structured common equity, warrants, governance rights, and return waterfalls must be combined so they reinforce value creation rather than complicate it, balancing downside risk mitigation with meaningful upside potential.
Relationship-based sourcing. In our experience, many attractive mid-life opportunities do not emerge from broad auction processes. They are sourced through long-standing GP relationships, a reputation for being constructive and solutions-oriented, and the ability to evaluate and execute transactions quickly. In these situations, GPs typically prefer to work with a single, sophisticated co-investor rather than a larger syndicate.
Ortivity, a leading German orthopaedics business, is a recent example. Pan-European GP Apheon first invested in 2021 and, after completing over 60 add-on acquisitions, in 2025 the company needed further financing to continue its path of inorganic growth. Apheon wanted its existing LPs to benefit from the next phase of value creation, thereby ruling out a continuation vehicle, and sought a new minority investor. Sagard was the preferred party, thanks to local presence, prior experience in healthcare and buy-and-build strategies, and the trust and insights built as an LP of Apheon. After full financial, tax, commercial, and legal diligence, we designed a structure combining common equity with a liquidation preference and preferred equity, alongside an upside mechanism aligned with the GP’s return objectives: downside risk mitigation for Sagard upside leverage for the GP, and a capital structure designed to the next phase of growth.
Where the Market Is Headed
The rise of mid-life deals is not a temporary response to liquidity stress but a structural shift in how private equity manages timing, growth, and alignment. As exit markets remain inconsistent and financing costs elevated, GPs will increasingly seek tools that separate funding decisions from exit decisions – compounding value on their own timelines rather than being forced into suboptimal exits. We believe these deals can provide Lps with exposure to seasoned assets with an established operating track record, clearer visibility and shorter duration. For GPs, they can potentially unlock the ability to reinvest behind their highest-conviction companies. For portfolio companies, they can deliver capital at a critical stage of their development.
We have been investing in this opportunity set for several years. As a global mid-market investor with a dedicated direct co-investment team experienced in structuring bespoke transactions, we are well positioned to source, execute and create value through mid-life investments. We have completed more than 20 such transactions over the past five years, including seven in the last eighteen months alone, and in many cases we believe we have been the sole investor selected because of our structuring expertise and long-standing GP relationships.
More fundamentally, we believe mid-life capital reflects a broader evolution in private equity. Its role is not to replace traditional co-investments, continuation vehicles or other liquidity solutions, but to provide additional flexibility across the ownership cycle. For co-investors, this creates access to a differentiated opportunity set combining greater visibility into underlying company performance, meaningful remaining value-creation potential and shorter expected duration. As the market develops, we believe these characteristics can make mid-life investing an increasingly valuable complement to traditional co-investment exposure within a broader private equity portfolio.
1Bain & Company, Global Private Equity Report 2025
2Investors should understand that these benefits may vary and are not guaranteed. Potential outcomes depend on a variety of factors, including market conditions and the specific investments made. All investments carry risks, including the potential loss of principal.
Acknowledgment and Disclaimer
This document was prepared by Sagard Holdings Manager LP (“Sagard”) and/or its applicable affiliates, including Sagard Private Equity, a business line of Sagard Holdings Management Inc. (“SHMI”). Sagard Private Equity is comprised of investment professionals employed by or otherwise supervised by Performance Equity Management, LLC (“PEM”) dba Sagard Private Equity Solutions, Unigestion Private Equity Holding SA and/or its subsidiaries (“Unigestion”), and BEX Capital SAS (“BEX,” and together with PEM and Unigestion, the “Sagard Managers”), each of which is an affiliate of SHMI.
In April 2026, Sagard and Unigestion Private Equity Holding SA (“UNG PE”) announced the closing of their combination transaction, which marked the formal launch of the partnership and the integration of UNG PE into Sagard Private Equity. Existing funds and separately managed accounts will retain their current names and continue to reference the Unigestion name; UNG PE will adopt the Sagard Private Equity name for its future business, and new funds and separately managed accounts will reference the Sagard Private Equity name. References to historical performance, track record, AUM, or personnel of any Sagard Manager prior to closing relate to such Sagard Manager (and not to Sagard or Sagard Private Equity) and are presented for informational purposes only.
This document is confidential and is provided solely to the recipient for information purposes only and do not constitute an offer to sell or a solicitation of an offer to purchase any interest in any investment vehicles managed by Sagard. It may not be reproduced, transmitted, distributed, disclosed, or used, in whole or in part, for any other purpose without the prior written consent of Sagard or the applicable Sagard affiliate. This document does not constitute an offer to sell, or a solicitation of an offer to buy, interests in any fund referenced herein. Any offer or solicitation may be made only pursuant to the applicable fund’s confidential offering memorandum, private placement memorandum, subscription agreement, limited partnership agreement, and other governing documents, which shall control in the event of any inconsistency. The information is preliminary and subject to change without notice. None of Sagard, the Sagard Managers, or any feeder-fund sponsor or platform has any obligation to update the information contained herein.
In the event that the terms described herein are inconsistent with or contrary to the terms of the Fund Documents, the Fund Documents shall control. Nothing contained herein constitutes investment, legal, tax, accounting, regulatory, or other advice, nor should it be relied upon in making or recommending any investment decision. Prospective investors should consult their own professional advisors before making any investment. The information in this presentation, including statements concerning financial market trends, are based on current market conditions, which will fluctuate and may be superseded by subsequent market events or for other reasons.
The securities described herein have not been approved, disapproved, recommended, or endorsed by any securities regulatory authority, and no such authority has passed upon their accuracy or merits. Any interests referenced herein have not been registered under any securities laws and are offered only in reliance on applicable exemptions. Investors will not receive the protections of registered investment company or commodity pool regulation.
Please see the endnotes for important information and disclosures on such topics as track record, hypothetical performance, projections, benchmarks, fund-structure specifics, and country specific disclaimers.
No party has any obligation to update any forward-looking statement or other information contained herein. All references to “dollars” or “$” are to U.S. dollars unless otherwise stated. All information is presented as of the date of this document unless otherwise stated. Sagard® and Portage Ventures® are trademarks of Sagard and its affiliates. All other trademarks referenced herein are the property of their respective owners. All rights reserved.
Past performance does not guarantee future results.
This document is a marketing communication. Please refer to the applicable fund offering documents, including the description of the relevant investment risks, before making any investment decision.
Country Specific Disclaimers
PLEASE READ CAREFULLY THE RESTRICTIONS ON THE PRIVATE PLACEMENT OF FUNDS AS THERE MAY BE LIMITED OR NO SITUATIONS IN WHICH MARKETING MAY BE PERMITTED WITHOUT THE FUND BEING REGISTERED, APPROVED OR OTHERWISE AUTHORISED IN THE JURISDICTION.
FOR UNITED STATES INVESTORS
In the United States, this document is disseminated by PEM, which is registered as an investment adviser with the U.S. Securities and Exchange Commission. Sagard Holdings Management Inc. owns a partial and controlling interest in PEM. Certain subsidiaries of Sagard Holdings Management Inc. could be considered affiliates or related persons of PEM, including Sagard Holdings Manager LP, Sagard Capital Partners Service Corp., Sagard Capital Partners Management Corp. and Sagard Holdings Manager (Canada) Inc.
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THE EUROPEAN UNION – Unigestion and BEX
This document is disseminated in the European Union by Unigestion Asset Management (France) SA, which is authorised and regulated by the French Autorité des marchés financiers (AMF), and by BEX, which is registered as an AIFM with the AMF. It is intended only for “professional clients” and “eligible counterparties” as defined in MiFID II and has not been adapted for retail clients.
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FOR SWITZERLAND INVESTORS – Unigestion Only
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FOR SWITZERLAND INVESTORS – PEM Only Funds
The shares [or units] of the Fund shall be offered or advertised in Switzerland exclusively to qualified investors as defined by Article 10 of the Collective Investment Schemes Act, as amended from time to time (“CISA”) (“Qualified Investors”). The Fund has not been approved by the Swiss Financial Market Supervisory Authority (“FINMA”) for offering in Switzerland to non-qualified investors.
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FOR CANADA INVESTORS
This Presentation is being provided to you for informational purposes only and is not, and under no circumstances should be construed as, an advertisement, offering or solicitation for purchasers of securities in Canada. Investments in any securities referenced in this Presentation may only be made through a dealer that is registered, or exempt from registration, as a dealer in your jurisdiction of residence, pursuant to applicable Canadian private placement offering documents. No securities commission or similar authority in Canada has reviewed this material or has in any way passed upon the merits of any securities referenced in this material and any representation to the contrary is an offence. The information contained herein is intended solely for “accredited investors” within the meaning of applicable securities legislation.
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This presentation and the information contained herein does not constitute and is not intended to constitute an offer of securities and accordingly should not be construed as such. The Fund and any other products or services referenced in this presentation may not be licensed in all jurisdictions, and unless otherwise indicated, no regulator or government authority has reviewed this document or the merits of the products and services referenced herein. This presentation and the information contained herein has been made available in accordance with the restrictions and/or limitations implemented by any applicable laws and regulations. This presentation is directed at and intended for institutional investors (as such term is defined in each jurisdiction in which the Fund is marketed). This presentation is provided on a confidential basis for informational purposes only and may not be reproduced in any form. Before acting on any information in this presentation, prospective investors should inform themselves of and observe all applicable laws, rules and regulations of any relevant jurisdictions and obtain independent advice if required. This presentation is for the use of the named addressee only and should not be given, forwarded or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof).
FOR CHILE INVESTORS
This Presentation and the information contained herein does not constitute and is not intended to constitute an offer of securities and accordingly should not be construed as such. The Fund and any other products or services referenced in this Presentation may not be licensed in all jurisdictions, and unless otherwise indicated, no regulator or government authority has reviewed this document or the merits of the products and services referenced herein. This Presentation and the information contained herein has been made available in accordance with the restrictions and/or limitations implemented by any applicable laws and regulations. This Presentation is directed at and intended for institutional investors (as such term is defined in each jurisdiction in which the Fund is marketed).
This Presentation is provided on a confidential basis for informational purposes only and may not be reproduced in any form. Before acting on any information in this Presentation, prospective investors should inform themselves of and observe all applicable laws, rules and regulations of any relevant jurisdictions and obtain independent advice if required. This Presentation is for the use of the named addressee only and should not be given, forwarded or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof). Date of the offer: [date of PPM] (i) This offer is made pursuant to Rule 336 issued by the Comisión para el Mercado Financiero of Chile (CMF); (ii) This offer deals with securities that are not registered in the Securities Registry nor in the Foreign Securities Registry kept by the CMF, and that are, therefore, not subject to the supervision of the CMF; (iii) Given that the securities are not registered, there is no obligation for the issuer to disclose in Chile public information about said securities; and (iv) The securities may not be publicly offered as long as they are not registered in the corresponding Securities Registry.”
FOR PERU INVESTORS
Specifically, the Fund will not be subject to a public offering in Peru. The Fund described herein have not been and will not be approved by or registered with the Peruvian Superintendency of Capital Markets (Superintendencia del Mercado de Valores, or the “SMV”) or the Lima Stock Exchange (Bolsa de Valores de Lima). Accordingly, the Fund may not be offered or sold in Peru except, among others, if such offering is considered a private offer under the securities laws and regulations of Peru. The Fund cannot be offered or sold in Peru or in any other jurisdiction except in compliance with the securities laws thereof. In making an investment decision, institutional investors (as defined by Peruvian law) must rely on their own examination of the terms of the offering of the Fund to determine their ability to invest in the Fund. This Presentation and the information contained herein has been made available in accordance with the restrictions and/or limitations implemented by any applicable laws and regulations. This Presentation is directed at and intended for institutional investors (as such term is defined in each jurisdiction in which the Fund is marketed). This Presentation is provided on a confidential basis for informational purposes only and may not be reproduced in any form. Before acting on any information in this Presentation], prospective investors should inform themselves of and observe all applicable laws, rules and regulations of any relevant jurisdictions and obtain independent advice if required. This Presentation is for the use of the named addressee only and should not be given, forwarded or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof).
NOTICE TO RESIDENTS OF KUWAIT
The offering of interests in the Fund has not been approved or licensed by the Kuwait Capital Markets Authority or any other relevant licensing authorities in the state of Kuwait, and accordingly does not constitute a public offer in the state of Kuwait in accordance with law no. 7 for 2010 regarding the establishment of the Capital Markets Authority and the regulating securities activities (“CMA law”). This pitch book is strictly private and confidential and is being issued to a limited number of professional investors: Who meet the criteria of a professional client by nature as defined in article 2-6 of module 8 of the executive regulations no. 72 of 2015 of the CMA law; Upon their request and confirmation that they understand that the interests have not been approved or licensed by or registered with the Kuwait Capital Markets Authority or any other relevant licensing authorities or governmental agencies in the state of Kuwait; and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purposes whatsoever.
NOTICE TO RESIDENTS OF ABU DHABI GLOBAL MARKET AND/OR DUBAI INTERNATIONAL FINANCIAL CENTRE
This pitch book relates to a fund which is not subject to any form of regulation or approval by the Financial Services Regulatory Authority (“FSRA”) nor Dubai Financial Services Authority (“DFSA”). This pitch book is intended for distribution only to persons of a type specified in the FSRA’s and/or DFSA’s rules (i.E. “Professional clients”) and, therefore, must not be delivered to, or relied on by, any other type of person. This pitch book is for the exclusive use of the persons to whom it is addressed and in connection with the subject matter contained therein. The FSRA and/or DFSA has no responsibility for reviewing or verifying any pitch book or other documents in connection with this fund. Accordingly, the FSRA and/or DFSA has not approved this pitch book or any other associated documents nor taken any steps to verify the information set out in this pitch book, and has no responsibility for it. he interests to which this pitch book relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence on the interests. If you do not understand the contents of this document you should consult an authorized financial adviser. Sagard (MENA) Ltd., an affiliate of Sagard, is regulated by the ADGM Financial Services Regulatory Authority (the “FSRA”). To the extent this material is made available to Sagard (MENA) Ltd., the financial products or services to which this material relates will only be made available to Professional Clients or Market Counterparties as such terms are defined by the FSRA and no other person should act upon it.
NOTICE TO RESIDENTS OF UNITED ARAB EMIRATES
As per the rules stated in UAE Securities and Commodities Authority (“SCA”) Decision No. (13) of 2021 on the Regulations Manual of the Financial Activities and Status Regularization Mechanisms Rule Book (“SCA Rule Book”) and SCA Decision No. (04/rm) of 2023 concerning the promotion of foreign funds, the ‘promotion’ of a fund to retail investors is prohibited. The promotion of a fund to ‘professional investors’ and ‘counterparties’ within the state (“UAE”), each term as defined in the SCA rule book, shall be limited to only funds that are registered with SCA for marketing on a private placement basis. SCA approval for promotion of a fund in the UAE should not be considered a recommendation by the SCA to invest in the Fund, and the SCA shall not be responsible for any relevant party’s failure to perform its functions and duties or for the accuracy of the information contained in the Fund’s offering documents. The Fund and the interests have not been approved by or licensed or registered with the UAE Central Bank, the SCA, the Dubai Financial Services Authority, the Financial Services Regulatory Authority or any other relevant licensing authorities or governmental agencies in the UAE (the “authorities”). The authorities assume no liability for any investment that the named addressee makes as a professional investor. This pitch book is for the use of the named addressee only and should not be given or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof). The interests may be illiquid or subject to restrictions on their resale. Prospective investors should conduct their own due diligence on the interests. If you do not understand the contents of this pitch book you should consult an authorised financial advisor.
NOTICE TO RESIDENTS OF BAHRAIN
The central bank of Bahrain, the Bahrain bourse and the ministry of industry and commerce of the kingdom of Bahrain take no responsibility for the accuracy of the statements and information contained in this or the performance of the fund, nor shall they have any liability to any person, investor or otherwise for any loss or damage resulting from reliance on any statements or information contained herein. This pitch book is only intended for accredited investors as defined by the central bank of Bahrain. We have not made and will not make any invitation to the public in the kingdom of Bahrain to subscribe to the interests in the fund and this pitch book will not be issued, passed to, or made available to the public generally. The central bank of Bahrain has not reviewed, nor has it approved, this pitch book or the marketing thereof in the kingdom of Bahrain. The central bank of Bahrain is not responsible for the performance of the fund.
NOTICE TO RESIDENTS OF SAUDI ARABIA
This pitch book and the information contained herein does not constitute and is not intended to constitute an offer of securities and accordingly should not be construed as such. The Fund and any other products or services referenced in this pitch book may not be licensed in all jurisdictions, and unless otherwise indicated, no regulator or government authority has reviewed this document or the merits of the products and services referenced herein. This pitch book and the information contained herein has been made available in accordance with the restrictions and/or limitations implemented by any applicable laws and regulations. This pitch book is directed at and intended for the persons allowed to receive it under the applicable laws and regulations this pitch book is provided on a confidential basis for informational purposes only and may not be reproduced in any form. Before acting on any information in this pitch book, prospective investors should inform themselves of and observe all applicable laws, rules and regulations of any relevant jurisdictions and obtain independent advice if required. This pitch book is for the use of the named addressee only and should not be given, forwarded or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof).
FOR ISRAEL INVESTORS
Specifically, capitalized terms that are used in the following paragraphs and are not otherwise defined herein, shall have the meaning ascribed to them under the Regulation of Investment Advice, of Investment Marketing, and of Portfolio Management Law, 1995 (the “Investment Advice Law”).
This presentations, as well as investment in the Fund described herein, is directed at and intended for Investors that fall within at least one category in each of: (1) the first Schedule of the Israeli Securities Law, 1968 (“Sophisticated Investors”); and (2) the First Schedule of the Investment Advice Law (“Qualified Clients”).
No action has been taken or will be taken in Israel that would permit the public offering of the Funds, or distribution of materials that relate to investment therein to the public in Israel. Neither this document, nor any other document that relates to the Fund, has been approved by the Israel Securities Authority.
It is hereby noted that with respect to Qualified Clients, the Marketer is not obliged to comply with the following requirements of the Investment Advice Law: (1) ensuring the compatibility of service to the needs of client; (2) engaging in a written agreement with the client, the content of which is as described in section 13 of the Investment Advice Law; (3) providing the client with appropriate disclosure regarding all matters that are material to a proposed transaction or to the advice given;
(4) a prohibition on preferring certain Securities or other Financial Assets; (5) providing disclosure about “extraordinary risks” entailed in a transaction (and obtaining the client’s approval of such transactions, if applicable); (6) a prohibition on making Portfolio Management fees conditional upon profits or number of transactions; (7) maintaining records of advisory/discretionary actions.
By receiving this document you hereby declare that you are a Sophisticated Investor and a Qualified Client, that you are aware of the implications of being considered a Sophisticated Investor and a Qualified Client (including the implications mentioned in the above paragraph), and consent thereto. Any Investor which is either: (1) not a Sophisticated Investor; or (2) not a Qualified Client – must immediately return this presentation to: Ittai Dissentshik, 6 Masryk Blvd., Tel-Aviv, Israel. This presentation is for the use of the named addressee only and should not be given, forwarded or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof). In any case, the Fund shall not be offered or sold to any investor in Israel which is not a Sophisticated Investor.
This presentation is not intended to serve, and should not be treated as Investment Advice or Investment Marketing. Accordingly, the content of this presentation does not replace and should not serve as substitution for Investment Marketing or Investment Advising that take into account the special characteristics and needs of each investor. The Marketer is affiliated with the Fund, has a personal interest in the sale of the Fund and might prefer the Fund over other Financial Assets, due to the fact that the Marketer may receive a financial benefit from the issuer.
OTHER JURISDICTIONS
This document may not be distributed in, and securities may not be offered or sold to investors located in, any other jurisdiction except where such distribution or offer complies with applicable law.
