PRIVATE PLACEMENT RISK DISCLOSURES

Nothing on this Website is intended to or should be construed as an offer to sell or the solicitation of an offer to invest in any private placement of securities. Any investment may only be made pursuant to definitive offering or transactional documents furnished confidentially to qualified eligible investors. The risk disclosures contained herein are not a complete list of the risks and other important disclosures involved in investing in a private placement and are subject to the more complete investment disclosures and risk factors contained in the relevant offering or transactional documents, which must be reviewed carefully.

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General Risks.  Any investment in a private placement involves a high degree of risk, including the risk of loss of the entire investment, is speculative, is longer term and illiquid, is not suitable for all investors, involves significant restrictions on transferability, and is suitable only for financially sophisticated investors capable of evaluating the risks and merits of such investment and who have sufficient other resources. Changes in market, regulatory, political and economic conditions can substantially and adversely affect any private investment.  No representation is made that any private placement will achieve its investment objectives or will make any profit or avoid substantial losses.  Private placements also involve risks attendant to the type of underlying asset or investment and/or the specific issuer and its business, industry and sector.  Some private placements may involve private investment funds commonly called hedge funds or private equity funds.  Such funds are unregistered vehicles that trade in underlying securities and other assets and are NOT subject to the same regulatory requirements as mutual funds, including mutual fund requirements to provide certain periodic and standardized pricing and valuation information to investors.  A private fund may be subject to material conflicts of interest, relies on the experience and expertise of its manager or adviser, is offered pursuant to important offering documents, and its fees and expenses, which may be substantial, will offset the fund’s investment returns.  Past performance is not an indication of future results.

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Real Estate Investment Risks. Private placements also may involve real estate.  All real estate investments, ranging from equity investments to debt investments, are subject to substantial risk.  No assurances can be given that the fair market value of any real estate investments will not decrease in the future or that an owner will be able to recognize full value at the time of any sale. Because real estate, like many other types of long-term investments, historically has experienced significant fluctuation and cycles in value, specific market conditions may result in occasional or permanent reductions in the value of the investments. In addition, the ability of an owner to realize anticipated rental and interest income on its equity and debt investments will depend on many factors which may be beyond the control of the owner.  After making an investment, an owner will typically be responsible for ongoing buildouts, structural repairs, improvements and general maintenance of real property, which undertakings may require significant capital that could significantly affect its financial condition and operating results. Commercial, retail and residential properties could include increased risks associated with tenancy, habitability and regulatory requirements, including the risk that tenants might be unable to make their lease payments or may decline to extend a lease upon its expiration, including due to decreased customer traffic and sales in retail stores.  Operating expenses are not fixed and may increase in the future. To the extent these increases cannot be passed on to tenants, such increases would ultimately decrease an owner’s cash flow and operating results.  An investment may also involve renovations, including the risk that financing may not be available on favorable terms for renovation projects and that construction may not be completed on schedule or within budget.