This confidential private placement memorandum (“Memorandum”) is being furnished on a confidential basis to a limited number of sophisticated prospective investors for the sole purpose of providing information regarding an opportunity to invest in a private placement of limited partnership units (“Units”) in the 3NP Asset Management Income Opportunities Fund I, a [NTD: Subject to finalization] Cayman Islands exempted limited partnership (“Cayman LP” and, together with all other parallel investment vehicles created for the purpose of permitting investors to participate in investments with Cayman LP, which may include a parallel Canadian limited partnership (“Canadian LP”), the “Partnership”).  This Memorandum shall not be used for any other purpose, or reproduced or disclosed to others, in whole or in part, without the written authorization of the general partner of the Cayman LP and 3NP Asset Management Income Opportunities Fund I GP Ltd. (the “General Partner”)].  This Memorandum is provided to the recipient hereof on the understanding that such recipient will comply with the terms set forth in this paragraph and herein below, and acceptance of this Memorandum is deemed to constitute acceptance by the recipient of such terms.  This Memorandum must be returned to the Partnership upon request.

THE UNITS OFFERED HEREUNDER HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS.  BY PURCHASING SUCH UNITS, EACH PURCHASER OF UNITS AGREES, FOR THE BENEFIT OF THE PARTNERSHIP, THAT SUCH UNITS MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE PARTNERSHIP, (B) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 HEREUNDER AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE PARTNERSHIP, OR (E) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL OPINION SATISFACTORY TO THE PARTNERSHIP.

Prospective investors must rely upon their own their own examination of the legal, taxation, financial and other consequences of an investment in the Partnership, including the merits of investing and the risk involved.  Prospective investors should not treat the contents of this Memorandum as legal, tax or investment advice and should consult their own professional advisors concerning the acquisition, holding or disposition of Units.  Investment in the Units will involve significant risks due to, among other things, the nature of the Partnership’s investments.  The Partnership will commit its funds in investments of a long-term nature.  These investments will often be illiquid, either because the position held by the Partnership represents a substantial investment in a quoted, public company or because the Partnership has invested in private companies whose securities are not quoted or traded on any stock exchange.