Like all private investments, investing in the Bridge Fund is speculative and involves significant risks, including loss of principal. Other unique risks include:
• The Fund has not yet identified any Investments; Investors in the Fund will not have the opportunity to review future Investments.
• The Fund was recently organized and does not have any operating history.
• Investors in the Fund will not have the opportunity to evaluate or approve any Investments.
• Investors will rely entirely on the Manager for management of the Fund and its Investments; The Manager will have broad discretion to invest the Fund’s capital and make decisions regarding Investments.
• The Fund may not be able to invest the net proceeds of this offering on terms acceptable to Investors, or at all.
• The Manager’s and its affiliates’ ability to originate investment opportunities for the Fund may be dependent upon the Sponsor’s ability to procure third party investment in their real estate syndications and other real estate related offerings.
• Noteholders will not be entitled to any voting or information rights.
• It may be difficult to realize the value of the collateral securing the Notes.
• The Fund will pay fees and expenses to the Manager and its affiliates. These fees will increase Investors’ risk of loss, and will reduce the amounts available for Investments.
• Changes in tax laws, including Section 1031 of the Internal Revenue Code (the “Code”), may occur which may materially adversely affect the Fund’s business plan.
• The Offered Securities will have very limited liquidity; transferability of the Offered Securities is restricted.
• Substantial actual and potential conflicts of interest exist among the Fund and the Manager and its affiliates. It is anticipated that all of the Fund’s investments will be made in affiliates of the Manager.
• An Investor could lose all or a substantial portion of his investment in the Fund.
• There is no public trading market for the Offered Securities. It will thus be difficult for an Investor to sell its Offered Securities. As a result, an Investor should not expect liquidity until the maturity of the Investor’s Notes.
A full discussion of Risk Factors is contained in the Private Placement Memorandum and should be read carefully before making an investment decision.