Terms

PLEASE READ THIS USER AGREEMENT (“USER AGREEMENT”) CAREFULLY BEFORE ENTERING THE SITE. EACH TIME YOU ENTER THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS USER AGREEMENT IN ITS THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THIS USER AGREEMENT, PLEASE EXIT THE SITE.

1. Limited License to Use the Site

The Site is owned by and is the property of Magnetar and its affiliates. The Site is protected by one or more copyrights, patents, database rights, trademarks, servicemarks and/or other intellectual property and proprietary rights that are owned by Magnetar, its affiliates and/or third parties.

Magnetar grants you a limited right to use the Site only for your own internal, private, non-commercial informational purposes only, and to print pages from the Site only in connection with that use. In certain instances, the ability to print or reproduce pages or materials from the Site may be limited or prohibited. You may not, nor will you, modify, distribute, transmit, reproduce, publish, license, create derivative works from, transfer or sell any text, graphics, logos and any other source-identifying symbols, designs, icons, images, or other information, software or code obtained from the Site. You are prohibited from removing any copyright, trademark or other proprietary notice or legend contained on (or printed from) the Site or on any printed pages. In addition, you are prohibited from decomposing, decompiling, reverse engineering, disassembling or otherwise deconstructing all or any portion of the Site or otherwise using any information contained in this Site for any purpose other than as specifically described above. Without limiting the foregoing, no information contained within this Site may be disclosed in whole or in part to the press or otherwise made available to third parties or the public in any manner.

Any data that you transmit to the Site (including without limitation personally identifiable information) becomes the property of Magnetar and may be used by Magnetar for any lawful purpose without restriction, subject to the Privacy Policy set forth below.

All materials at the Site are meant to be reviewed in their entirety, including any footnotes, legal disclaimers, restrictions or disclosures, and any copyright or proprietary notices. Any disclaimers, restrictions or disclosures apply to any partial document or material in the same manner as they do the whole, and will be deemed incorporated in the portion of any material or document that you consult or download.

Your continuing right to use the Site is subject to your agreement to abide by this User Agreement in its entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. At any time and for any reason we may revoke your right to use all or any portion of the Site.

2. No Reliance

All Content provided on this Site is intended for informational purposes only and, unless specifically indicated otherwise, is provided on a generic basis with no application to or assessment of any individual prospective/current investor’s particular situation.

The materials contained herein and any presentation of which they form a part are neither (i) an offer to sell, or a solicitation of an offer to purchase, interests in any private investment funds
(the “Fund” or the “Funds”) managed by Magnetar Financial LLC (the “Manager”), nor (ii) a solicitation of an investment in any account (“Account”) managed by the Manager. Such an offer or solicitation can only be made, in the case of a fund, by way of the
Fund’s definitive confidential offering memorandum, in the case of an Account by way of an executed investment management agreement and presentation of the Manager’s current Form ADV Part 2, and in either case, complete documentation regarding the Fund or Account and otherwise in accordance with applicable securities laws. The Manager is registered as an investment adviser with the Securities and Exchange Commission. This registration does not indicate any particular level of skill, training, or competence as such.

Before making an investment decision with respect to the Fund or an Account, investors are advised to carefully review, in the case of a Fund, the appropriate confidential offering documents including the related subscription documents and to review the risk factors described therein, in the case of an Account an executed investment management agreement and the Manager’s Form ADV Part 21 and all relevant account documentation, and in either case to consult with their tax, financial, investment and legal advisors. These documents may contain a summary of the purposes of the Funds and their proposed business terms and methods, and certain terms of Accounts, which are subject to future amendment or modification. Material terms are subject to change prior to the establishment of the Funds or Accounts. Any description of such private investment funds, such as terms or investment activities, contained herein reflect only the Manager’s current expectations, which could vary materially from the actual terms and investment activities. These materials and the presentations of which they are a part, and the summaries contained herein, do not purport to be complete, and are qualified in their entirety by reference to the more detailed discussion contained in the definitive confidential offering documents, the Manager’s Form ADV Part 2, or Fund or Account documentation, as applicable.

The information contained herein is current as of the date hereof, and the Manager undertakes no duty to provide updated materials. No representation or warranty, express or implied, is made as to the accuracy or completeness of the information contained herein, and nothing shall be relied upon as a promise or representation as to the future performance of any Fund or Account. The information contained herein is not intended to provide, and should not be relied upon for, accounting, legal or tax advice or investment recommendations. The information included herein may contain “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent Magnetar’s current beliefs, expectations and assumptions regarding future events, many of which, by their nature, are inherently uncertain and outside of Magnetar’s control. It is possible that the actual results may differ, possibly materially, from the anticipated results indicated in these forward-looking statements. Magnetar expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in its expectations or any change in circumstances upon which such statement is based. In addition, we do not endorse the opinions of, or warrant the accuracy of facts or other Content contributed by, any third party.

There are various risks you assume when reviewing the Content on this Site.

You agree that we are not liable for any action you take or decision you make in reliance on any Content on the Site.
You are encouraged to discuss information that you learn from the Site with your financial, legal or tax advisors where applicable.
Magnetar makes no representation that information on the Site is appropriate or available for use outside the United States. Those who choose to access the Site outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

3. Confidentiality

The Content provided on the Site is confidential and is intended solely for the information of the person to whom it has been made available. Recipients may not reproduce these materials or transmit them to third parties in any form absent Magnetar’s express written consent. These materials are not intended for presentation or distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulations.

4. Your Representations and Warranties

You represent and warrant as follows:

• that you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to this User Agreement;

• that you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of this User Agreement;

• and that you will not delete any Content from the Site.

1. Third Party Links Magnetar is not responsible for information on any third party website that may be referenced in, or accessible or connected by hyperlink to, the Site.

If you access any third party website through the Site or otherwise, you do so at your own risk.

Hyperlinks to or from the Site do not constitute third party endorsement of, sponsorship by or affiliation with us.

6. No Warranty

THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND ALL USE OF THE SITE IS AT THE USER’S OWN RISK.

MAGNETAR AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE SITE INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS. THIS DISCLAIMER WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

WITHOUT LIMITING OUR GENERAL DISCLAIMER, WE DO NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS, FUNCTIONALITY, RELIABILITY, SEQUENCING OR SPEED OF DELIVERY OF THE SITE OR ANY PART OF THE CONTENT CONTAINED WITHIN OR PRESENTED BY THE SITE.

MAGNETAR’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. Limitation of Liability

IN NO EVENT SHALL MAGNETAR, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, PRINCIPALS, AGENTS OR EMPLOYEES BE LIABLE FOR ANY CLAIMS, LIABILITIES, LOSSES, COSTS OR DAMAGES, INCLUDING INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE OR WITH ANY DELAY OR TECHNICAL PROBLEMS IN USING THE SITE, OR ANY INFORMATION AND MATERIALS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE; IN ANY CASE WHETHER BASED ON THEORIES ARISING IN CONTRACT, TORT,

STRICT LIABILITY OR OTHERWISE. SUCH LIMITATIONS APPLY EVEN IF MAGNETAR, ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS, PRINCIPALS, AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. SOME STATES LIMIT THE APPLICABILITY OF DISCLAIMERS OR LIMITATIONS OF LIABILITY, IN WHICH CASE SUCH LIMITATIONS SHALL APPLY ONLY TO THE EXTENT LEGALLY ENFORCEABLE IN THE APPLICABLE JURISDICTION.

8. Breach and Indemnification

You will be responsible for any liability to Magnetar that arises out of your breach of this User Agreement or your use of the Site, which will be deemed to include without limitation any such breach or use by any person acting either on your behalf, with your permission, or under your control.

You agree to indemnify, defend and hold harmless Magnetar, its affiliates, their respective, officers, directors, members, principals, agents, employees, and third party sources from and against any and all suits, losses, claims, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: (i) your use of the Site; (ii) your breach of this User Agreement or any representation, warranty or covenant made by you in this User Agreement; (iii) your violation of any applicable law, statute, ordinance, regulation or of any third party’s rights, or (iv) claims asserted by third parties which, if proven, would place you in breach of representations, warranties, covenants or other provisions contained in this User Agreement.

9. Updates to the Site and Modifications to the User Agreement

You acknowledge that Magnetar may update the Site and its Contents, and may modify the terms of this User Agreement at any time and without notice to you. Modifications will be effective immediately upon posting unless we indicate otherwise. You agree to review periodically the terms of this User Agreement.

By entering the Site you agree to and fully accept this User Agreement in its then current form each time you enter the Site.

10. General

This User Agreement shall be governed by and construed under the laws of the State of Illinois, without regard to its choice of law rules. Any legal action brought hereunder shall be brought exclusively in state or federal courts located in Chicago, Illinois, and it is agreed that such courts shall have jurisdiction over the parties to this User Agreement and any dispute arising hereunder.

Magnetar may monitor and record activity on the Site and respond as we deem appropriate.

If any provision of this User Agreement is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision shall no longer be held to be invalid or unenforceable, and this User Agreement shall be interpreted so as to achieve the intent expressed herein to the greatest extent possible in the jurisdiction in question. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction.

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1 Magnetar’s Form ADV may be accessed at:
http://www.adviserinfo.sec.gov/IAPD/Content/Search/iapd_Search.aspx