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DISCLAIMER FOR GRAMERCY DATA ROOM

The information contained herein (the “Information“) is provided by Gramercy Funds Management LLC (“Gramercy“) on a confidential basis to a limited number of current and/or prospective investors for the sole purpose of providing information in relation to the potential acquisition of an interest (an “Interest“) or an existing Interest held by an investor in an investment product managed by Gramercy. Any statements of belief contained in the Information, including those that relate to a portfolio investment, represent solely the beliefs of Gramercy, and do not represent the beliefs of any other person or entity.

The Information is not, and under no circumstances should be construed as, an offer to sell or a solicitation or offer to purchase any Interest in any jurisdiction. Any such offer or solicitation shall be made only pursuant to the confidential private placement memorandum (as supplemented from time to time, the “PPM“), subscription documents, and other written agreements related to the investment product. The PPM, which describes the significant risks and contains other important information, such as investment objectives, charges and expenses, as well as legal, regulatory and tax disclosure related to an investment, and the subscription documents, which contain important information related to an investment, should be read carefully prior to subscribing for an Interest in any product.  All Information regarding a particular investment product is qualified in its entirety by information contained in the PPM for that product.

Any offer or sale of securities (or Interests such as those described in this Information) may in certain jurisdictions be restricted by law. Any prospective investors who are considering making an investment are required to inform themselves about, and to observe, any such restrictions.  None of the investment products that are managed by Gramercy are registered under the U.S. Investment Company Act of 1940, as amended (the “Company Act“), in reliance on an exception there under.  Interests have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“) or the securities laws of any U.S. state or non-U.S. jurisdiction and are being offered and sold in reliance on exemptions from the registration requirements thereof.  These securities shall not be offered or sold in any jurisdiction in which such offer, solicitation or sale would be unlawful until the requirements of the laws of such jurisdiction have been satisfied.

You hereby acknowledge and agree that the Information made available to you is provided to you on a confidential basis for informational purposes only. The Information presented contains confidential, proprietary, trade secret and other commercially sensitive information, and by accessing the Information you agree (a) to keep such Information strictly confidential and not disclose, disseminate, reproduce or redistribute the Information in any format without the express written approval of Gramercy, (b) upon request of Gramercy, to promptly return to Gramercy any materials that you have downloaded and (c) that in the event you become legally required to disclose any of the Information, you shall promptly notify Gramercy in writing of such requirement prior to any such disclosure and use reasonable efforts to obtain a  protective order or other appropriate remedy (or, at Gramercy’s request, assist Gramercy in seeking a protective order or other appropriate remedy) to prevent the disclosure of the Information.  In the event that a protective order or other remedy is not obtained pursuant to clause (c) above, you agree to use reasonable efforts to obtain assurance that confidential treatment will be accorded to the Information disclosed. The Information provided is being provided to you subject to the terms of this confidentiality agreement and other applicable provisions of the applicable agreements (including any confidentiality and non-disclosure agreements) to which you are or become a party or any offering or other materials to which you may have access. The Information may not be reproduced or distributed without the express written permission of Gramercy. Notwithstanding anything set forth herein to the contrary, you shall be permitted to disclose the information to your employees, officers, directors, professional advisors and clients  “Authorized Representatives“); provided that, prior to the disclosure of any Information to any such Authorized Representative, you shall be required to inform the relevant Authorized Representative of (1) the  confidential nature of the Information and (2) the other disclaimers set forth herein, and such Authorized Representative shall be subject to a contractual duty of confidentiality with respect to the Information that is substantially similar to the duties set forth in this agreement. You hereby agree to be responsible for any breach of this agreement by any of your Authorized Representatives.

Statements in the Information are made as of the date received unless stated otherwise therein, are only  current as of the date indicated, and may be superseded by subsequent market events or for other reasons.  Statements concerning financial market trends are based on current market conditions, which will fluctuate.  Neither the provision of access to the Information at any time, nor any sale of Interests, shall under any circumstances create an implication that the Information is correct as of any time subsequent to the dates described above.  Gramercy is under no obligation to update the Information or to notify registrant of any subsequent updates to the Information.  Prospective investors should not treat the contents of the Information or any prior, or subsequent, communications from Gramercy or any of its associates or its respective partners, members, shareholders, managers, directors, officers, employees, agents, representatives and/or consultants as advice relating to legal, taxation or investment matters or as a recommendation to acquire an Interest and are advised to consult their own professional advisers concerning the acquisition, holding or disposal of Interests.

Past or targeted performance is not necessarily indicative of future results, and there can be no assurance hat any targeted returns will be realized or achieved.  In addition, there can be no assurance that the values derived from the application of the methodologies utilized throughout the Information are indicative of the ultimate realizable values of unrealized investments.  Investors should keep in mind that markets are volatile and unpredictable.  The general economic conditions under which any prior performance described in the Information was achieved may be substantially different from the general economic conditions under which Gramercy’s products are expected to operate.  In addition, the objectives and the investment strategies utilized by any Gramercy investment product described in the Information to obtain such prior performance may be substantially different from the objectives and the investment strategy of another Gramercy investment product. 

Certain information contained herein constitutes forward-looking statements,which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “estimate”, “intend”, “continue”, “target” or “believe” (or the negatives thereof) or other variations thereon or comparable terminology.  Due to various risks and uncertainties, including those discussed above, actual events or results or actual performance may differ materially from those reflected or contemplated in such forward-looking statements.  As a result, investors should not rely on such forward-looking statements in making their investment decisions.  No representation or warranty is made as to future performance or such forward-looking statements.  Investors should have the financial ability and willingness to accept the risks and lack of liquidity that are characteristic of the investment described herein.  There will be no public market for the Interests, and such Interests, subject to certain limited exceptions, will not be transferable.

To the fullest extent possible, by clicking on “I Accept the Terms and Conditions” at the top of this Disclaimer, you release Gramercy and each of its associates or its respective partners, members, shareholders, managers, directors, officers, employees, agents, representatives and/or consultants who has prepared any Information in all circumstances from any liability whatsoever and howsoever arising from your use of the Information or any information or communications provided in connection with any potential acquisition or holding of an Interest. In addition, no responsibility or liability or duty of care is or will be accepted by Gramercy or any of its associates or its respective partners, members, shareholders, managers, directors, officers, employees, agents, representatives and/or consultants who has prepared any Information, for updating the Information (or any additional information), correcting any inaccuracies in it or providing any additional information to any prospective investor. Accordingly, none of Gramercy or any of its associates or its respective partners, members, shareholders, managers, directors, officers, employees, agents, representatives and/or consultants who has prepared any Information, 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 or in, or omitted from, any other information or communications provided in connection with any potential acquisition or holding of an Interest.

The Information has not been filed with the U.S. Securities and Exchange Commission, any securities administrator under any securities laws of any U.S. or non-U.S. jurisdiction or any other U.S. or non-U.S. governmental or self-regulatory authority.  No such governmental or self-regulatory authority will pass on the merits of the offering of any Gramercy investment product or the adequacy of the Information.  Any representation to the contrary is unlawful. 

Please note that Gramercy reserves the right to discontinue your access to the data room with or without reason.

By clicking on “I Accept the Terms and Conditions” at the top of this Disclaimer, you represent to Gramercy that: (a) you are the registrant to whom the password you utilized to log in were assigned by Gramercy, or an authorized agent of such registrant; (b) you are, or if you are acting as the authorized agent for the registrant, the registrant is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act and (ii) a “qualified purchaser” within the meaning of section 3(c)(7) of the Company Act, and as such term is defined in section 2(a)(51) of such Act and (c) you have reviewed and agree to abide by, and have abided by, each of the terms of this offering legend.

By clicking on “I Accept the Terms and Conditions” at the top of this Disclaimer, you indicate your acceptance of and agreement to be bound by all terms and conditions set forth in this Disclaimer and agree that such terms and conditions contained herein shall be incorporated, to the extent applicable, into all of the Information.