Disclaimer I

This confidential presentation (this “Presentation”) is furnished on a confidential basis to a limited number of sophisticated prospective investors for the purpose of providing certain information about limited partnership interests (the “Interests”) in the Africa Sustainable Forestry Fund II, L.P. (the “Fund”).  By accepting this document, the recipient agrees that it will, and will cause its representatives and advisors to, use the information only to evaluate its potential interest in the Fund and for no other purpose and will not, and will cause its representatives and advisors not to, divulge any such information to any other party.  Any reproduction of this information in whole or in part is prohibited.  This Presentation is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to purchase Interests in the Fund.  Any such offer or solicitation will only be made pursuant to the final confidential private placement memorandum of the Fund, as amended from time to time (the “PPM”), which qualifies in its entirety the information set forth herein and which should be read carefully prior to an investment in the Fund for a description of the merits and risks of an investment in the Fund.  Any decision to invest in the Fund should be made after reviewing the PPM, conducting such investigations as the investor deems necessary and consulting the investor’s own legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment in the Funds.  Neither the Fund, Criterion Africa Partners (“CAP”), GEF Capital Advisors, LLC (“GEF”) nor any affiliates make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein and nothing contained herein should be relied upon as a promise or representation as to past or future performance of the Fund or any other entity.  An investment in the Funds is speculative and entails a high degree of risk; no assurance can be given that the Fund’s investment objective will be achieved or that investors will receive a return of their capital.  An investor must realize that he or she could lose all or a substantial amount of his or her investment.

Investment in the Fund is generally highly illiquid and there is no secondary market for investors’ interests in the Fund and none should be expected to develop.  There are restrictions on transferring interests in the Fund.  The fees and expenses typically earned may offset the Fund’s profits.  The instruments in which the Fund invests may involve complex tax structures and there may be delays in distributing important tax information.  The Fund is not subject to the same regulatory requirements as mutual funds, and are subject to various other risk factors and conflicts of interest.  For further information regarding the risk factors and conflicts of interest with respect to the Funds, please refer to the Funds’ PPMs and Part 2 of Form ADV maintained by GEF Management Corporation (“GEFMC”), of which GEF is a relying advisor.

For purposes of this Presentation, IRRs, multiples, and fund total returns include realized investments and the value of unrealized investments.  Investments held at September 30, 2016 are valued at the carrying value in accordance with the relevant fund’s U.S. GAAP financial statements as of that date giving effects to ASC 820 (formerly FAS 157) “Fair Value Measurements and Disclosures”.  The valuation of realized investments is based upon cash proceeds received and the value of in‑kind distributions as of the distribution date.

As used throughout this Presentation, and unless otherwise indicated, “gross IRR” means an aggregate, annual, compound, gross internal rate of return on investments.  In the case of portfolios of realized and unrealized investments, the gross IRRs are based on realizations and internal valuations of Criterion and GEF as of the applicable date.  Gross IRRs do not reflect the deduction of management fees, “carried interest,” taxes, transaction costs in connection with the disposition of unrealized investments, and other expenses to be borne by investors in the Fund, which will reduce returns and, in the aggregate, are expected to be substantial.  For a description of such fees, “carried interest” and expenses, please see the PPM and Part  2 of Form ADV maintained by GEFMC, a copy of which will be furnished to each investor prior to its admission to the Fund.  “Net IRRs” are calculated taking into account all management fees, “carried interest,” transaction costs, and other expenses (other than taxes borne or to be borne by investors).  Because some investors may have different fee arrangements and depending on the timing of a specific investment, net performance for an individual investor may vary from the net performance as stated herein.


Disclaimer II

Past or targeted performance is not necessarily indicative of future results.  Inherent in any investment is the potential for loss.  There can be no assurance that the Fund will achieve comparable results to its predecessor funds or other funds, or that the Fund will be able to implement its strategy or achieve its investment objectives and/or targeted returns.  While the valuations of unrealized investments are based on assumptions that Criterion and GEF believe are reasonable under the circumstances, the actual realized returns on unrealized investments will depend on, among other factors, future operating results, the value of assets and market or economic conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ materially from the returns indicated herein.  Prospective investors are encouraged to contact Criterion and/or GEF representatives to discuss the procedures and methodologies used to calculate the investment returns and other information provided herein.

Certain information contained in this Presentation (including information relating to current and future market conditions and trends in respect thereof) constitutes forward-looking statements, opinions or beliefs, which can be identified by the use of forward‑looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” ‘forecast,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology.  Due to various risks and uncertainties, including but not limited to those set forth in the PPM, actual events or results may differ materially from such forward-looking statements, opinions or beliefs, and undue reliance should not be placed thereon.  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.  Nothing contained in this Presentation may be relied upon as a guarantee, promise, assurance or a representation as to the future.

The Interests have not been recommended, approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”), 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.  Any representation to the contrary is unlawful.

Certain information contained in this Presentation (including market data and portfolio company information) has been obtained from third-party sources, including portfolio companies.  While such information is believed to be reliable for the purposes used herein, no representations are made as to the accuracy or completeness thereof and neither Criterion, GEF nor its affiliates take any responsibility for such information.  No assurance can be given that businesses and assets can be acquired or disposed of at favorable prices or that the market for such assets (or market conditions generally) will either remain stable or, as applicable, recover or improve, since this will depend upon events and factors outside the control of the Fund’s investment personnel.

The Interests have not been, nor will they be, registered under the Securities Act of 1933, as amended, or qualified under any applicable state or non-U.S. statutes.  The Fund will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended, and consequently the investors therein will not be afforded the protections thereof.