A purchase of the Units in this Offering involves a high degree of risk and is suitable for you only if you have adequate resources and if you understand the long-term nature and risk factors associated with investing in a speculative private real estate investment company such as us. You must be able to bear the economic risk of this investment for an indefinite period of time and can, at the present time, afford to lose your entire investment.
To subscribe you must complete in full and sign the Confidential Suitability Questionnaire (the “Questionnaire”) is also attached to the Memorandum. The purpose of the Questionnaire is to provide us with sufficient information that we may take reasonable steps to verify, in accordance with Rule 506(c) of Regulation D of the Securities Act of 1933, as amended (the “Act”), as authorized by Congress pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and/or other applicable federal and state law exemptions from registration, your suitability to invest in the Units being offered. Also, such information is used to determine our own compliance with the provisions of the Investment Company Act of 1940, as amended, if applicable.
You must demonstrate your suitability by completing the Questionnaire accurately and truthfully in your legal name. All information provided in the Questionnaire shall be considered confidential, subject to the conditions noted therein. General Suitability Standards Regulations promulgated under the Act, and the securities laws of various states in which this Offering may be made, require that you have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of an investment in the Fund or that you retain the services of a representative to advise you in evaluating the merits and risks of an investment in the Fund. Accordingly, you will be required to represent in writing all of the following:
1. You are acquiring the Units for investment, for your own account, and not with a view to resale or distribution;
2. Your overall commitment to investments which are not readily marketable is not disproportionate to your net worth, and your investment in the Units will not cause such overall commitment to become excessive;
3. You have thoroughly evaluated the merits and risks of investing in the Units; and
4. We can reasonably verify that you are an “accredited investor” as defined in Rule 501(a) of the Act. You are an “accredited investor” if you are either (i) a natural person whose individual net worth (not including the value of your primary residence), or joint net worth with your spouse, presently exceeds $1,000,000; (ii) a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of those years and you reasonably expect reaching the same income level in the current year; (iii) a corporation, partnership, trust, limited liability company, or other entity in which all of the equity owners are “accredited investors”; (iv) a trust with total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring Fund Units, the Trustee of which has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of investing in Fund Units; xii (v) a bank, savings and loan association or other financial institution, a registered securities broker or securities dealer, or an insurance company; (vi) a registered investment company or business development company, a licensed Small Business Investment Fund, or a private business development company; (vii) a state-sponsored pension plan with total assets in excess of $5,000,000; (viii) an employee benefit plan which either (a) has a fiduciary that is a bank, savings and loan association, insurance company, or registered investment adviser; (b) has total assets in excess of $5,000,000; or (c) is a self-directed plan and investment decisions are made solely by persons that are “accredited investors”; (ix) a non-profit organization described in section 501(c)(3) of the Internal Revenue Code that was not formed for the specific purpose of acquiring Fund Units having total assets in excess of $5,000,000; or (x) a director, executive officer, or manager of the Fund or a director, executive officer, or manager of the Fund’s Managing Member. These general standards represent various minimum requirements and do not necessarily mean that these securities are a suitable investment for you even if you meet these requirements.
The Questionnaire that accompanies this Memorandum is designed to elicit information necessary to enable us to determine your suitability and to assure that we comply with applicable state and federal securities laws. The information supplied in the Questionnaire will be reviewed to determine your suitability in light of the above-stated standards. We have the right to refuse your subscription if we believe, in our sole discretion, that you do not meet the applicable suitability standards or that the Units may otherwise be an unsuitable investment for you. We also have the right to refuse your subscription for any or no reason.
UNITS OF INVESTING MEMBERSHIP
$1000 Per Unit
TOTAL OFFERING UNITS
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS WEBSITE
No dealer, salesman or other person unaffiliated with the Fund has been authorized to give you any information or make any representations other than those contained in this Memorandum. If so given or made, you must not rely upon such information or representations as having been authorized by us. The information contained in this Memorandum is confidential and is furnished for your use only as a potential Investing Member of the Fund. By receiving this Memorandum, you agree that you will not transmit, reproduce or make available this Memorandum or any related exhibits or documents to any other person or entity. Any action to the contrary may place you in violation of various state and/or federal securities laws. Our Units of Investing Membership Interest involve significant risks due to, among other things, the nature of the Fund’s objectives as described in this Memorandum. There can be no assurance that our objectives will be realized or that there will be any return of your invested capital. Investment in our Fund is suitable only for “accredited Investors”. You should have the financial ability and willingness to accept the risks (including the risk of total loss of your investment and lack of liquidity) that are characteristic of the investments described herein. You should consult your financial advisors regarding the appropriateness of investing in speculative ventures such as this. The Units are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933 and applicable state securities laws, pursuant to registration or exemption therefrom. You should be aware that you may be required to bear the financial risks of this investment.
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