IMPORTANT INFORMATION

Use of and access to www.parsectrading.com (the "Website") is conditioned on your acceptance of the Terms of Use.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE VISITING THE WEBSITE. BY USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, AND THAT YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU SHOULD NOT ACCESS OR USE THE WEBSITE. UNAUTHORIZED USE OF THIS WEBSITE, INCLUDING BUT NOT LIMITED TO MISUSE OF PASSWORDS OR POSTED INFORMATION, IS STRICTLY PROHIBITED.

Watermark Group, Inc. ("Watermark", "our" or "us") may modify these Terms of Use at any time in its sole discretion, with or without advance notice. Each time you use or access the Website, you are responsible for being familiar with, and are bound by, the then-current version of the Terms of Use.

If you use or access (or attempt to use or access) the Website in breach of any of the Terms of Use, none of Watermark, the Funds (as hereinafter defined) or any of their respective associates or affiliates will be liable to you for any loss or damage that may result to you or a third party (including without limitation, any direct, indirect, incidental or consequential loss or damage, or any loss of revenue, business profits, goodwill, data, or any opportunity) in connection with such use of the Website.

TERMS OF USE

Unless otherwise indicated, in these Terms of Use (the "Terms of Use"), references to "you" and "your" are references to any person using or accessing (or attempting to use or access) the Website.

Purpose and Accuracy of Information on the Website; No Advice

Except as may otherwise be provided to the contrary, the information on the Website (the "Content") is for informational use only and is not intended to be, nor should it be construed or used as, tax, legal or investment advice, a recommendation of any kind, or an offer or solicitation to buy or sell securities or related investments products or services, including interests or shares in funds managed by Watermark (each, a "Fund," and together, the "Funds"). The Content is provided solely on the basis that you make your own investment decisions and does not constitute or create a business or professional services relationship.

The Content is provided to you in connection with your investment or prospective investment in a Fund and/or in connection with a business relationship or prospective business relationship with a Fund and/or with Watermark (the "Purpose"). The Content is directed only at persons or entities in any jurisdiction or country where access to Content and use of such Content is not contrary to local law or regulation. Accordingly, you are responsible for informing yourself of and complying with any such restrictions.

The Content is current only as of the date it is first posted and may no longer be true or complete when viewed by you. Additionally, the Content may be changed or amended without prior notice. The Website may contain Content that includes information provided by or that is derived from information provided by third parties, which although believed to be reliable has not been independently verified. The accuracy or completeness of such information cannot be guaranteed. Watermark is under no obligation to update or revise any such information, and Watermark does not accept any liability arising out of the use of such information.

Except as otherwise may be provided to the contrary, if made available through the Website, all performance figures, portfolio positions, portfolio holdings and related data, are unaudited and are subject to adjustment. Watermark is under no obligation to update or revise any such data. Investments for the Funds are selected by, and will vary at the discretion of Watermark, and it should not be assumed that Watermark will continue to invest in such instruments. Furthermore, such investments are subject to availability and market conditions, among other things, and it should not be assumed that such investments or similar investment opportunities will become available to the Funds in the future. No representation is made that Watermark's or a Fund's risk management, investment process or investment objectives will or are likely to be achieved or will be successful or that a Fund will make any profit or will not sustain losses.

Nothing in these Terms of Use is intended to exclude or restrict any duty or liability that Watermark has to its clients under applicable law.

Certain Risks

The Content may not be complete and does not contain certain material information regarding the Funds, including specific information relating to an investment in the Funds and related important risk disclosures. INVESTORS SHOULD ONLY INVEST IN A FUND ONCE THEY HAVE THOROUGHLY REVIEWED THE CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM AND OTHER OFFERING DOCUMENTS FOR THE FUND AND CAREFULLY CONSIDERED THE RELEVANT INVESTMENT OBJECTIVES, RISKS, CHARGES AND FEES. INVESTORS MAY WISH TO CONSULT AN INDEPENDENT FINANCIAL ADVISOR FOR PERSONAL AND SPECIFIC INVESTMENT ADVICE BEFORE INVESTING.

INVESTMENT IN ANY OF THE FUNDS AND/OR STRATEGIES DESCRIBED ON THE WEBSITE CARRIES SUBSTANTIAL RISK, INCLUDING THE POSSIBLE LOSS OF CAPITAL. THERE IS NO GUARANTEE THAT THE INVESTMENT OBJECTIVES OF THE FUNDS AND/OR STRATEGIES WILL BE ACHIEVED AND RETURNS MAY VARY SIGNIFICANTLY OVER TIME. INVESTMENT IN THE FUNDS AND/OR STRATEGIES DESCRIBED ON THE WEBSITE IS NOT SUITABLE FOR ALL INVESTORS.

PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS.

FUND OFFERING DOCUMENTS CONTAIN RISK WARNINGS THAT ARE SPECIFIC TO EACH FUND THAT MAY BE DESCRIBED ON THE WEBSITE.

Confidentiality

You will maintain and hold the Content in strict confidence and will not copy, reproduce, distribute or disclose any Content to any person, or otherwise use any Content, other than in connection with the Purpose. You agree to exercise at least the same degree of care with respect to the confidentiality of the Content as you would exercise in respect of your own confidential information.

You agree that you may disclose Content, subject to the terms hereof, only to your affiliates and your and their respective employees, officers, partners, members, consultants, directors, advisors and agents (such recipients of Content, collectively, your "Representatives") who shall be subject to the same obligations of confidentiality set forth herein. You shall not, without Watermark's prior written consent, disclose Content to any persons other than your Representatives, except to the extent you are required by a legal, governmental or regulatory authority. You shall be responsible for any unauthorized disclosure of Content by you or your Representatives.

The restrictions on disclosure set out herein shall not apply to any information which: (a) as of the date of its disclosure to you is public knowledge, or which subsequently becomes public knowledge other than by any breach of the obligations hereunder by you or your Representatives; (b) was lawfully available to you prior to such information having been disclosed or made available to you by Watermark or on our behalf; and (c) is at any time after the date hereof acquired by you from a source other than Watermark or on our behalf, provided such source is not known by you (after reasonable inquiry) to be acting in breach of an existing obligation of confidentiality or secrecy to Watermark or the Funds.

You further represent, acknowledge and agree: (a) that the Content shall remain Watermark's property or the property of the Funds, as the case may be; (b) that none of Watermark or the Funds shall have any liability to you or your Representatives relating to or arising from your or your Representative's use of the Content, including, with respect to communications, documents, analyses, reports and other materials prepared by you or your Representatives that contain or reflect the Content (irrespective of whether Watermark or the Funds have been given an opportunity to review such communications, documents, analyses, reports and other materials prior to their release or use); and (c) that none of Watermark or the Funds shall have any liability to you or your Representatives relating to any misstatements of fact or omission to state any fact in the Content.

In the event that you or your Representatives become legally compelled to disclose any of the Content, you will provide Watermark and/or the Funds with prompt written notice (to the extent legally permitted) so that we may seek a protective order or other appropriate remedy or waive compliance with the confidentiality provisions hereunder.

You understand that Watermark and the Funds would be irreparably injured by a breach of your obligations hereunder, that damages may not be an adequate remedy for any breach and that Watermark and/or the Funds shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach or threatened breach of the provisions hereof (without the requirement of posting a bond, other security or any similar requirement or proving any actual damages) by you or your Representatives, this being in addition to any other remedy to which Watermark and/or the Funds are entitled at law or in equity.

Excluding statements of confidentiality that may be included in disclaimers accompanying the Content, in the event of any conflict between the terms hereof and any separate confidentiality agreement entered into between you, a Fund and/or Watermark before, on or after the date hereof, the terms of the separate confidentiality agreement shall prevail with respect to the subject matter and time period thereof.

You are solely responsible for the confidentiality and security of your password. You accept full responsibility for any use of your password. You must notify Watermark immediately of any actual or suspected loss, theft or unauthorized use of your password.

Watermark is not obligated to inquire as to the authority or propriety of any use of or action taken under your password. Watermark will not be responsible for any loss to you that arises from such use or action or from your failure to comply with these provisions.

Limitations to Use; Unauthorized Use

You warrant that you will not use the Website to conduct or engage in unlawful activities, to violate any law or regulation, or to violate or infringe upon the rights of Watermark, or any third party, including without limitation, contractual rights, intellectual property rights, and privacy rights. You shall not use or introduce into the Website any device, software, or routine that could damage or interfere with the proper operation of the Website. You shall not directly or indirectly take any action to unduly stress the Website, including by way of example and not limitation, incurring session lengths or conducting search queries that Watermark reasonably determines to be abusive.

Watermark reserves the right to view, monitor and record your use of the Website without notice or permission from you in order to provide you with guidance and assistance in the use of the Website, and to monitor your conformance with these Terms of Use. Such information obtained by monitoring, reviewing or recording your use of the Website is subject to review by law enforcement organizations in connection with any investigation or prosecution of possible illegal activity on the Website. Actual or attempted unauthorized use of the Website may result in criminal and/or civil prosecution.

Termination

Watermark reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the Website, at any time and for any reason without prior notice or liability. Watermark reserves the right to change, suspend or discontinue all or any part of the Website at any time without prior notice or liability.

Indemnity

You agree to indemnify, defend, and hold harmless Watermark, the Funds, their respective affiliates, and the officers, partners, employees, and agents of Watermark, the Funds and their respective affiliates, from and against any and all claims, liabilities, damages, losses, or expenses, including legal fees and costs, arising out of or in any way connected with your access to or use, or attempted access or use, of the Website.

Disclaimers

EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, THE WEBSITE, INCLUDING WITHOUT LIMITATION ALL CONTENT AND INFORMATION PROVIDED IN CONNECTION WITH THE WEBSITE, IS PROVIDED "AS IS," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. TO THE GREATEST EXTENT PERMITTED BY LAW, WATERMARK EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, EXPECTED RESULTS, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NO REPRESENTATION, WARRANTY OR UNDERTAKING IS GIVEN AS TO THE ACCURACY OR COMPLETENESS OF THE CONTENT BY WATERMARK OR ANY OF ITS AFFILIATES AND NO LIABILITY IS ACCEPTED BY SUCH PERSONS FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. IN NO EVENT WILL WATERMARK OR ANY OF ITS AFFILIATES BE LIABLE TO YOU FOR ANY CLAIM OR LOSS CLAIMED BY YOU OR ANY THIRD PARTY RELATING TO BUSINESS DECISIONS MADE BY YOU AS A RESULT OF YOUR USE OF THE WEBSITE OR THE CONTENT. THE INTERNET IS NOT A COMPLETELY RELIABLE TRANSMISSION MEDIUM, AND WATERMARK SHALL NOT BE LIABLE FOR ANY DATA TRANSMISSION ERRORS SUCH AS DATA LOSS, DAMAGE OR ALTERATION OF ANY KIND. WATERMARK DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE WEBSITE OR ANY CONTENT CONTAINED THEREIN. UNDER NO CIRCUMSTANCES SHALL WATERMARK OR ANY OF ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR WHERE WATERMARK HAS BEEN ADVISED OR HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM YOUR USE OR MISUSE OF THE WEBSITE, ANY CONTENT, OR ANY INFORMATION CONTAINED ON ANY OTHER WEBSITE.

Copyright, Trademarks and Other Rights

Nothing on the Website should be considered as granting any license or right under any trademark of Watermark, the Funds or any third party.

All product names, trademarks, logos, service marks and trade names (collectively referred to as "Trademarks") displayed on the Website are property of Watermark, the Funds and/or their respective associates or affiliates, related companies, licensors or business partners. The Trademarks are protected under U.S. and/or international law. Except as permitted within these Terms of Use or otherwise indicated in writing by Watermark, any use of the Trademarks by you is expressly prohibited.

Watermark grants you the limited, nonexclusive, nontransferable, and non-sub-licenseable right to access the Content for your own personal or business use, and the right to reproduce the Content for your own reference.

Privacy

Watermark takes precautions to maintain the privacy of your non-public personal information ("Non-public Personal Information"). These precautions include the adoption of certain physical, technical and/or administrative procedures designed to maintain and secure such Non-public Personal Information from inappropriate disclosure to third parties. The Website may use cookies by default. A "cookie" is a small text file that a website stores on a user's hard drive containing information about how that user uses the website. Cookies may be used in order to enhance user experience of the Website and/or provide Watermark with data that can help to improve the Website. By using the Website, you agree to the use of cookies for such purposes. You can refuse to accept cookies by modifying the settings in your browser.

Privacy for California Consumers

These disclosures are required by the California Consumer Privacy Act (“CCPA”), are only relevant to residents of California, and apply only to the collection or other use of “personal information” that is subject to the CCPA.

Watermark may collect the following categories of personal information about California consumers:

Watermark does not knowingly collect, solicit or sell personal information from anyone under the age of 16.

Watermark collects personal information from the following categories of sources:

• Your communications with Watermark; and

• Service providers, including, but not limited to administrators, banks, brokers, auditors, law firms, consultants, and custodians.

Use of Personal Information. Watermark may use the personal information it collects for one or more of the following purposes:

• Providing you with information about the Funds;

• Providing performance and other updates;

• One or more of the following business purposes:

• Performing services (by Watermark or another service provider) such as account servicing, processing orders and payments, and analytics;

• Legal compliance;

• Detecting and protecting against security incidents, fraud, and illegal activity;

• Internal operations;

• Activities to maintain and improve Watermark’s services; and

• Short-term, transient use, provided that the personal information is not disclosed to another third party and is not used to build a profile about a consumer.

Sharing Personal Information. Watermark may disclose personal information in one or more of the categories identified above to:

• Service providers, including but not limited to administrators, banks, auditors, law firms and consultants;

• Legal or government regulatory authorities as required by applicable law; and

• In connection with a potential business transfer.

Watermark does not sell any personal information it collects to third parties, and Watermark will only share personal information it collects as set forth above.

Rights of California Consumers. The CCPA provides a California consumer the following rights, subject to certain exceptions and limitations:

• The right to request (a) the categories and specific pieces of personal information about you that Watermark collects, uses, and discloses, (b) the categories of sources from which Watermark collects your personal information, (c) Watermark’s purposes for collecting your personal information, (d) the categories of your personal information (if any) that Watermark discloses for a business purpose, and (e) the categories of third parties with which Watermark shares personal information;

• For certain categories of personal information, the right to request a list of what personal information (if any) Watermark discloses to third parties for their own direct marketing purposes in the past 12 months and the names and addresses of those third parties;

• The right to request that Watermark deletes the personal information it has collected from you or maintain about you;

• The right to opt out of Watermark’s sale(s) (if any) of your personal information; and

• The right not to receive discriminatory treatment for the exercise of the privacy rights conferred by the CCPA.

You may submit requests relating to your exercise of rights under the CCPA to Watermark:
via phone – (609) 683-8200;
or
email – wmcompliance@watermarkgroup.com.

Watermark may need to request additional information from you to verify your identity or understand the scope of your request. If Watermark is unable to verify your identify, it will need to deny your request.

You may designate an authorized agent to make a CCPA request on your behalf by mailing two forms of identification showing your first name, last name, and current address, and a signed authorization allowing an agent to request information on your behalf.

Additional information relating to Watermark's privacy policy is available on the Website.

Linking

Watermark prohibits the use of any links to the Website from any other websites unless establishment of such a link is approved in advance by Watermark.

Enforceability and Governing Law

In the event any provision or portion of these Terms of Use is held to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions and/or portions shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law. Your access to and use of the Website and these Terms of Use are governed by the laws of the State of New Jersey and disputes arising from or related to your access to and use of the Website shall be adjudicated exclusively in a forum located in the State of New Jersey.

Force Majeure

Watermark's failure to maintain the Website and/or provide the Content as a result of conditions beyond its control such as, but not limited to, war, strikes, fires, floods, acts of God, governmental restrictions, power failures, natural disasters, acts of terrorism, or damage or destruction of any network facilities or servers, shall not be deemed a breach of these Terms of Use.