The PPM and its exhibits contain complete information about the investment opportunity. This presentation has been prepared to summarize such information for prospective investors in the Company.
The information contained herein is not a substitute for an investor’s complete review of all of the information attached to the PPM as part of their own due diligence regarding this investment opportunity and its suitability for their investment portfolio.
This Offering is made only to “accredited investors,” as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933 (the “Securities Act”), in reliance upon an exemption from registration provided in Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D thereunder. This Offering is subject to a minimum of $5 million (the “Minimum Offering Amount”). All dollar amounts referenced herein refer to United States dollars.
The Manager anticipates that: (i) the Fund will not be registered as an investment company under the Investment Company Act of 1940, as amended; and (ii) the Manager will not be registered as an investment adviser under the Investment Advisers Act of 1940, as amended, or the laws of any state. Consequently, investors will not be entitled to certain protections afforded by some of those statutes.
Each investor should make its own decision whether this Offering meets its investment objectives and risk tolerance level. In making an investment decision each investor must rely on its own examination of the Fund and the terms of the Offering, including the merits and risks involved. Each investor and its representatives, if any, are invited to ask questions and obtain additional information from the Manager concerning the terms and conditions of the Offering, the Fund and any other relevant matters to the extent the Manager possesses such information or can acquire it without unreasonable effort or expense.
There is no public market for the Interests nor is any expected to develop, and the Interests are subject to restrictions on transferability and resale. Even if such a market were to develop, no distribution, resale or transfer of an Interest will be permitted except in accordance with the provisions of the Securities Act, the rules and regulations promulgated thereunder, any applicable state securities laws, including any registration or exemptions therefrom, and the terms and conditions of the Amended and Restated Operating Agreement of the Fund (the “Operating Agreement”) and Subscription Booklet for the Interests.
Any transfer of an Interest by a member of the Fund will require the consent of the Manager, which may be withheld in its sole discretion. All capitalized terms used but not defined in this Memorandum have the meanings ascribed to such terms in the Operating Agreement.
An investment in the Interests involves significant risks. Accordingly, each investor that purchases an Interest will be required to represent and warrant that it has read this Memorandum and is aware of and can afford the risks of an investment in the Fund. Investors should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time.
Each investor will also be required to represent that it is acquiring the Interest for its own account, for investment purposes only, and not with any intention to resell or transfer all or any part of the Interest. This investment is suitable for an investor only if it has adequate means of providing for its current and future needs and can afford to lose the entire amount of its investment. Only investors who can bear the economic risk of the investment and the loss of their entire investment should invest in these securities. Refer to the section of this Memorandum titled “RISK FACTORS”.
This Memorandum may not be reproduced without the prior express written consent of the Manager. By accepting delivery of this Memorandum, each investor agrees not to divulge its contents to anyone other than to authorized accountants, financial planners, attorneys or similar advisers retained to render professional advice related to the purchase of the Interests, and to keep confidential the existence of this Memorandum and the information contained herein or made available in connection with any further investigation of the Fund. If an investor does not purchase any Interests, the investor agrees to return this Memorandum to the Manager.
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