Materials Qualified by Confidential Private Placement Memorandum. All information contained herein is qualified in its entirety by information contained in the Confidential Private Placement Memorandum. An investor should consider the Developer’s investment objectives, risks, charges and expenses carefully before investing. This and other important information about the Developer can be found in the Developer’s Confidential Private Placement Memorandum. Please read the Confidential Private Placement Memorandum carefully before investing.
Regulatory Status. The Developer is not registered under the Investment Company Act of 1940, as amended (the “1940 Act”), in reliance on an exception thereunder. Interests in the Developer have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state and are being offered and sold in reliance on exemptions from the registration requirements of the 1940 Act, 1933 Act and such laws. Accordingly, the Developer is not required to comply with the specific disclosure requirements that apply to registration under the 1933 Act, and investors in the Developer are not afforded the protections of the 1940 Act. These securities shall not be offered or sold in any jurisdiction in which such offer, solicitation or sale would be unlawful until the requirements of the laws of such jurisdiction have been satisfied.
Real Estate Funds Entail Risks. Real estate funds are speculative investments and are not suitable for all investors, nor do they represent a complete investment program. The Developer is available only to qualified investors who are comfortable with the substantial risks associated with investing in real estate funds. An investment in real estate funds includes the risks inherent in an investment in securities, as well as specific risks associated with the use of leverage, illiquid investments describe any other material risks. There can be no assurance that an investment strategy will be successful.
Investor Status. Interests in/Shares of the Developer may only be sold to “accredited investors” pursuant to Regulation D of the 1933 Act, which (for natural persons) are investors who meet certain minimum annual income or net worth thresholds, “qualified clients” (as defined in the Investment Advisers Act of 1940, as amended), and/or “qualified purchasers” (as defined in the 1940 Act).
Limited Transferability. Investors in the Developer have no right/a limited right to redeem or transfer interests in the Developer. In addition, interests will not be listed on an exchange and it is not expected that there will be a secondary market for interests. While the Developer is expected to offer to repurchase Interests on a quarterly basis, there can be no assurance that the Developer will in fact do so at all or to the extent necessary to satisfy investor demand for repurchases.
Tax Information. Investors in the Developer are typically subject to pass-through tax treatment on their investment. This may result in an Investor incurring tax liabilities during a year in which it has not received a distribution of any cash from the Developer.