Each Investor using our Services to invest in one or more investment vehicles (each a “Vehicle”) formed for the purposes of investing in early and growth stage companies must be aware that the Vehicles are expected to invest in early and growth stage companies that are primarily involved in the digital asset industry, a highly volatile market. Accordingly, the interests in a Vehicle are extremely speculative and your investment involves a substantial degree of risk, including the risk that your entire amount invested in a Vehicle may be lost.
There is no guarantee or representation made by a manager of a Vehicle (a “Manager”) or any Group Lead (or any of their affiliates) that the investment objectives of a Vehicle will be achieved, that you will see a positive return on your investment, that a portfolio company will achieve a successful outcome or release a digital asset, or that a Group Lead is sufficiently experienced in assessing investment opportunities. Prospective Investors should consider the following additional factors in addition to any other offering materials provided in connection with a Vehicle offering in determining whether an investment in a particular Vehicle is a suitable investment.
Please note, these risks apply generally to all investments in Vehicles using our Services. For risk factors specific to a particular Vehicle or offering (if any), please refer to the relevant offering documents for such Vehicle. Any capitalized but undefined term used here shall have the meaning given in our General Terms of Service or any applicable supplement referenced in the General Terms of Service.
Investments in startups involve a high degree of risk, and investments in startups involved with digital assets may involve an even higher degree of risk.
Financial and operating risks confronting startups are significant and investments in startups like those anticipated to be the primary target of the Vehicles available through our Services (each a potential, “Portfolio Company”) are extremely risky. The startup market in which each Portfolio Company competes is expected to be highly competitive, subject to rapid change and evolution, and the percentage of companies that survive and prosper is small. Startups often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved and may require substantial changes to its business model and strategies. In addition, startups may require substantial amounts of financing, which may not be available through institutional private placements, the public markets or otherwise. If any of these risks are realized or a Portfolio Company is unable to adapt to these risks, returns may never be realized on an investment the Vehicle makes and it is possible that an Investor in a Vehicle may lose the entire amount of their investment or see a return below the original amount invested.
In addition, startups in the digital asset industry are subject to additional risks and challenges unique to their sector. These risks include novel regulatory and tax risks, extreme price volatility in assets owned, distributed, or used by participants in the industry, security risks, and other unique risks absent in other startup industries. As a result, an investment in Vehicles on our Services which are expected to primarily invest in issuers involved in the digital asset space, including issuers who may issue digital assets themselves, may be subject to a heightened level of risk compared to the already significant risk attendant with investing in traditional startups. You must make sure you are financially capable of assessing this risk and are able to afford a potential loss of the entire amount of your investment as a result of these risks being realized.
As a result of a typical startup’s need for additional capital, you should also understand the risks associated with potential dilution of the Vehicle’s interests if the Vehicle does not or cannot participate in subsequent financing rounds on a pro rata basis. This dilution may impact the number of shares or other assets you may be entitled to as a result of an eventual valuation event in a Vehicle, and you may have no control over whether a Vehicle you invest in participates in follow on offerings. Further, to the extent a Portfolio Company is unable to raise additional capital to meet its operational needs, the Portfolio Company may be unable to continue operations or be forced to significantly curtail business operations which may materially and adversely affect your investment in a Vehicle.
The prices of digital assets such as those the Vehicles on our Services may be exposed to are extremely volatile, and fluctuations in the price of digital assets could materially and adversely affect a Portfolio Company’s business as well as the value of your investment in a Vehicle.
The prices of digital assets have historically been subject to dramatic fluctuations and are highly volatile, which may impact the price and/or perceived value of any digital asset proposed to be issued by a Portfolio Company. Such price fluctuations may also impact the value of digital assets a Portfolio Company holds or otherwise uses in its operations and influence the broader market conditions applicable to a Portfolio Company. Accordingly, the value of your investment in a Vehicle exposed to a Portfolio Company involved in issuing or using digital assets may also be adversely affected by the extreme price volatility in digital assets.
Several factors may influence the price and/or perceived value of digital assets issued by or used by a Portfolio Company, including without limitation:
Global interest and demand for digital assets, which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of digital assets like cryptocurrencies as payment for goods and services, the security of online digital asset exchanges and digital wallets that store digital assets, the perception that the use and holding of blockchain assets is safe and secure, and the regulatory restrictions on their use;
Investors’ expectations with respect to the rate of inflation and interest rate changes;
Changes in the software, software requirements, or hardware requirements underlying a blockchain network;
Currency exchange rates, including the rates at which digital assets may be exchanged for fiat currencies;
Fiat currency withdrawal and deposit policies of digital asset exchanges;
Interruptions in service from or failures of major exchanges on which digital assets may be traded;
Investment and trading activities of large investors, including private and registered funds;
Monetary policies of governments, trade restrictions, currency devaluations and revaluations;
Regulatory measures, if any, that affect the use of digital assets; or
Global or regional political, economic, or financial events and situations.
Regulatory regimes governing blockchain technologies, cryptocurrencies, and other digital assets are nascent and rapidly evolving, the application of relevant law remains substantially uncertain, and shifting laws, regulations or policies may materially and adversely affect an investment in a Vehicle.
Regulation of blockchain networks, cryptocurrencies, and other digital assets such as those anticipated to be issued or used by some Portfolio Companies, as well as certain of platforms and other infrastructure that the Vehicles or our Services may rely on (such as the Ethereum network or associated “layer two” networks) is uncertain and is likely to rapidly evolve. Such regulation may vary and may conflict among international, federal, state, and local jurisdictions, and the potential applications of existing regulations remain subject to significant uncertainty in many respects. In addition, various legislative and executive bodies in the United States and other major jurisdictions may in the future adopt new laws, regulations, guidance, or other actions (including applying existing laws and regulations in ways that are adverse), which may severely impact the ability to access marketplaces or exchanges on which to trade digital assets that may be representative of the types of assets Portfolio Companies may distribute to a Vehicle. Failure by a Vehicle, its Manager or Group Lead to comply with any laws, rules, and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences that may impact the value of your investment in a Vehicle, including civil penalties and fines.
Any future regulatory actions applicable to digital assets, Ethereum virtual machine based networks or any other blockchain networks, and our related activities could severely impact the operations of a Vehicle or Portfolio Company and the value of your investment in a Vehicle. A Vehicle or Portfolio Company may need to restructure operations significantly or take other adverse actions to comply with any new regulation or guidance. These efforts could be costly and could involve fundamentally changing core portions of a Portfolio Company’s business, operations, and network, or it could require a Portfolio Company take other actions that may negatively impact the value of your investment in a Vehicle. On the other hand, failure to restructure for compliance adequately or quickly enough could result in regulatory action (such as investigations by a government or self-regulatory organization or government or private litigation or administrative actions) that requires a Portfolio Company to spend significant time and effort, which would pull the attention of such Portfolio Company’s management away from the core of its business and potentially deplete their resources. It could also result in negative publicity. Regulatory change could even potentially result in a Portfolio Company’s digital asset or certain of a Portfolio Company’s operations being viewed as impermissible, which could result in a need for such Portfolio Company to or cease activities. Regulatory action could also affect the rights of Investors as holders of digital assets, for example, by severely limiting the ability of holders to transfer or sell their tokens. Any of the aforementioned risks, if realized, could have severe and materially negative impacts on the value of your investment in a Vehicle.
General economic conditions may impact a Portfolio Company’s activities and materially impact the value of an investment by an Investor in a Vehicle.
Interest rates, general levels of economic activity, the price of securities and participation by other investors in the financial markets may affect the value and operations of a Portfolio Company. For instance, Portfolio Companies obtaining financing during economic downturns may be forced to provide more investor-friendly terms which could adversely affect the investment valuations for earlier-stage investors which may include a Vehicle an Investor has invested in. Moreover, returns on a Portfolio Company are anticipated to be based on liquidity events, which events may not occur during a down-turn, even for well-performing Portfolio Companies. Even if liquidity events are achieved during an economic down-turn there is a likelihood that the returns on the investments in Portfolio Companies sold during a down-turn will be lower than they would be if sold during normal market conditions.
It is inherently difficult to value startup investments, unlikely that a liquid market for a Portfolio Company’s equity securities will available, and a market for a Portfolio Company’s digital assets may lack maturity and not reflect the value of an investment.
It is inherently challenging to determine objective values for any startup like the anticipated Portfolio Companies a Vehicle may target due to the frequently speculative nature of a startup’s mission. In addition to the difficulty of determining the magnitude of the risks applicable to a given Portfolio Company and the likelihood that a given Portfolio Company’s business will be a success, there generally will be no readily available market for a Portfolio Company’s equity securities, and hence, an Investor’s investments will be difficult to value. Even to the extent a Portfolio Company proposes to issue a digital asset which may have a liquid market on or shortly after distribution, these markets are frequently not reflective of market demand and precede the lapsing of transfer restrictions that may be applicable to some or all Investors. As a result, there is no guarantee that such markets will appropriately reflect market demand and, given the nascent aspect of digital assets, deriving the value of an investment from a limited marketplace prior to full distribution of an asset may remain difficult or infeasible.
Neither the Vehicles available to invest in using our Services nor the Managers managing the Vehicles are expected to be “registered” entities under the applicable laws of any jurisdiction, and you will not receive the same protection afforded to investors in registered entities under applicable securities laws.
No Vehicle is, nor expects to be, registered as an “investment company” under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”), or any equivalent designation set forth in the securities laws of other jurisdictions. To the extent applicable, the Vehicles are intended to operate pursuant to relevant exemptions from registration, such as those set forth in Sections 3(c)(1) and/or 3(c)(7) of the Investment Company Act. However, there is no assurance that such exemptions will continue to be available to these entities. As no Vehicle is expected to be registered under applicable securities laws of a particular jurisdiction and is instead relying on available exemptions, Investors must understand that they will not be afforded the full protection of local securities laws as may be the case with a registered fund and are responsible for obtaining their own legal advice in connection with an investment in any Vehicle.
Further, no Manager is expected to be registered as a “registered investment advisor” under the United States Investment Advisers Act of 1940, as amended, or any equivalent designation set forth in the laws of other jurisdictions. Managers are similarly expected to operate in compliance with applicable exemptions to registration, and accordingly, Investors should also understand that Managers may not have the same obligations and fiduciary duties as a registered investment adviser may have under local, applicable law.
Neither a Vehicle nor its counsel, Manager, Group Lead, or other agents can assure an Investor that, under certain conditions, changed circumstances, or changes in the law, the Vehicle may not become subject to the Investment Company Act or other regulation across the globe. No Vehicle plans to register the offering of any interests under the United States Securities Act of 1933, as amended (the “Securities Act”) or any equivalent securities laws in any other jurisdiction. As a result, no Investor will be afforded the protections of the Securities Act or similar laws applicable globally with respect to its investment in the relevant Vehicle.
Legal and regulatory requirements applicable to a Vehicle across jurisdictions may be evolving or unclear, and there is a risk that your investment in a Vehicle may be adversely affected by these requirements.
The regulatory environment for investment entities is evolving, and any changes may adversely affect the ability of a Vehicle to pursue its investment strategies. The effect of any future regulatory or tax change on a Vehicle is impossible to predict. In certain jurisdictions, many of the laws that govern private and foreign investment, equity securities transactions, and digital asset transactions in particular are new and largely untested. As a result, a Vehicle may be subject to several unusual risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and confidentiality customs characteristic of developed markets and lack of enforcement of existing regulations.
Furthermore, it may be difficult to obtain and enforce a judgment in certain countries in which assets of the Vehicle are invested. There can be no assurance that this difficulty in protecting and enforcing rights will not have a material adverse effect on the Vehicle and its operations. In addition, the income and gains of the Vehicle may be subject to withholding taxes imposed by foreign governments for which Investors may not receive a full foreign tax credit. It may also be difficult to obtain and enforce a judgment in a court outside of the Cayman Islands.
Regulatory controls and corporate governance of companies in some jurisdictions may confer little protection on minority Investors. Anti-fraud and anti-insider trading legislation is often rudimentary. The concept of fiduciary duty to Investors by officers and directors is also limited when compared to such concepts in established markets. In certain instances, management may take significant actions without the consent of Investors and anti-dilution protection also may be limited. Each of these actions may have a deleterious impact on a Vehicle’s investment and in turn, your interests in a Vehicle.
Each Vehicle will necessarily have no operating history and past performance by a Manager or Group Lead is not indicative of future performance.
Due to the nature of the Services we currently offer, each Vehicle is formed for the specific purpose of making an investment in a Portfolio Company, and there is therefore no operating history upon which prospective Investors may base an evaluation of the likely performance of the Vehicle. The past performance of a Manager or Group Lead may not be indicative of the future performance of that Manager, Group Lead or affiliated Vehicle and cannot be relied on by prospective of Investors.
There is a risk of litigation that may adversely impact a Vehicle.
A Vehicle may be subject to litigation from time to time, including due to the unique nature of the Vehicle structure and our Services. Such litigation can be time-consuming and expensive, and it can frequently lead to unpredicted delays or losses. A Vehicle could be named as a defendant in a lawsuit or regulatory action. The outcome of such proceedings, which may materially adversely affect the value of a Vehicle, may be impossible to anticipate, and such proceedings may continue without resolution for long periods of time. Litigation may consume substantial amounts of a Manager’s time and attention, often to an extent disproportionate to the amounts at stake in the litigation.
Any return on your investment is expected to be in the form of capital appreciation realized upon a valuation event, which may take substantial time or never occur.
It is not anticipated that the Vehicle will declare or pay dividends, and any return on your investment is expected to be realized in connection with an eventual valuation event or distribution of assets in connection with a digital asset distribution event. Such events may take substantial time to occur or never occur, and the value of any investment you make in a Vehicle may be illiquid indefinitely.
Investors participating in Vehicles will often be minority investors will little to no control rights in a Portfolio Company and may frequently lack information needed to monitor and value a Portfolio Company.
It is expected that most Vehicles investing in a Portfolio Company will acquire minority stakes in the Portfolio Company. Typically, such minority stakes will have neither the control characteristics of majority stakes, nor the information rights or the valuation premiums accorded majority or controlling stakes. Investors and Vehicles will be reliant on the existing management and board of directors of such Portfolio Companies, which may include representatives of other financial investors with whom the Investor or Vehicle is not affiliated and whose interests may conflict with the interests of the Investor or Vehicle. In addition, because Investors and/or the Vehicle may not obtain information rights from a Vehicle’s Portfolio Company, the Investor or the Vehicle may not be able to obtain all information it would want regarding a particular Portfolio Company, on a timely basis or at all. It is, therefore, possible that the Investor or the Vehicle may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of its investments. As a result of these difficulties, as well as other uncertainties, an Investor may not have accurate information about a Portfolio Company’s current value or the value of the interests held by a Vehicle.
Your interests in a Vehicle are non-transferable and will be illiquid.
An investment in the Vehicle provides limited liquidity since the interests are not freely transferable.
You will be reliant on the Manager of a Vehicle for certain decisions that may impact the value of your investment and have little to no control over managing the Vehicle.
While the investment strategy across Vehicles may share similarities given the one-off nature of investments by Vehicles using our Services, you will still be reliant on the Manager of a Vehicle for certain decisions that may impact the value of your investment in a Vehicle. For instance, Manager’s may retain the discretion to determine when distributions of a digital asset may occur following a valuation event or distribution event conducted by a Portfolio Company, and the timing of such distributions may impact the value of your investment as the price of such asset fluctuates. There is no guarantee that a Manager will manage a Vehicle in a manner that achieves a maximum return based on past performance or otherwise. Investors are also not expected to make decisions with respect to the management of any investment made by a Vehicle or any other management decisions regarding a Vehicle. Further, if a Manager were to become unable to participate in the management of the assets of a Vehicle, the consequences to the could be material and adverse and could lead to the premature termination of the Vehicle.
A Manager of a Vehicle or Group Lead may receive an incentive fee that may increase the likelihood of speculative or risky investments.
A Manager of a Vehicle or its Group Lead may receive an incentive fee from the Vehicle, based upon the appreciation, if any, in the net assets of the Vehicle upon a realized valuation event. This incentive fee theoretically may create an incentive for a Manager or Group Lead to syndicate a Vehicle for potential investments that are riskier or more speculative than would be the case if such arrangement were not in effect.
There may be occasions when a Group Lead or certain other individuals involved in a Vehicle may encounter potential conflicts of interest, such that said party may avoid a loss, or even realize a gain, when other Investors are suffering losses.
There may be occasions when a Group Lead or certain individuals involved in a Vehicle (or their respective affiliates) may encounter potential conflicts of interest, such that said party may avoid a loss, or even realize a gain, when other Investors are subject to losses. For instance, a conflict may arise between a Group Lead’s investments in a Vehicle’s Portfolio Company and other entities the Group Lead has invested in privately or publicly that may subsequently become competitive with the Portfolio Company. In such instances, the Group Lead or other individuals may be under no obligation to share such other opportunities with Investors in a Vehicle.
The interests of Investors in a Vehicle may diverge and decisions made by a Manager or Group Lead may have disparate impacts on Investors.
Investors in a Vehicle may have conflicting investment, tax, and other interests with respect to Portfolio Company investments, which may arise from the structuring of a Portfolio Company investment or the timing of a distribution of a Portfolio Company’s investment or other factors. As a consequence, decisions made by the manager of a Vehicle on such matters may be more beneficial for some Investors than for others. Investors should be aware that the Manager of a Vehicle intends to consider the investment and tax objective of each Vehicle and Investors as a whole when making decisions on investment structure or timing of other decisions, and not the circumstances of any Investor individually.
There are many tax risks relating to investing in a Vehicle and Investors are responsible for consulting their own tax, legal and financial advisors to ascertain the risks of participating in a Vehicle.
There are many tax risks relating to investments in a Vehicle and an associate Portfolio Company that are difficult to address and highly complex. You are responsible for consulting your tax advisor for information about the tax consequences of purchasing interest in a Vehicle. The structure of any investment by a Vehicle in a Portfolio Company may not be tax efficient for any particular Investor, and no Portfolio Company or Vehicle guarantees that any particular tax result will be achieved. In addition, tax reporting requirements may apply or be prospectively imposed on Investors under the laws of the jurisdictions in which Investors are liable for taxation or in which a Vehicle makes investments. For example, where a Vehicle invests in investments that are not subject to withholding tax at the time of the acquisition, there can be no assurance that tax may not be withheld in the future as a result of any change in applicable laws, treaties, rules or regulations or the interpretation thereof. A Vehicle may not be able to recover withheld tax in such an event, and so any change could have an adverse effect on the Net Asset Value. Investors should consult their own professional advisors with respect to the tax consequences to them of an investment in a Vehicle under the laws of the jurisdictions in which the Investors and/or the Portfolio Company or Vehicle are liable for taxation.
The tax transparency requirements a Vehicle is subject to globally are rapidly evolving and the Vehicle may incur additional costs or be compelled to take certain actions that may adversely impact your investment in connection with these changes.
In recent years the Cayman Islands, in common with many other countries, has entered into a network of bilateral tax information exchange agreements with other jurisdictions as part of a trend towards greater cross-border tax transparency promoted by the Organisation for Economic Co-operation and Development (“OECD”). In 2013 the Cayman Islands entered into inter-governmental agreements with the United States and the United Kingdom pursuant to which it agreed to the automatic exchange of tax information in respect of persons taxable in the United States and the United Kingdom, respectively. In addition, the Cayman Islands and more than 100 other countries have entered into the OECD’s multilateral competent authority agreement, pursuant to which participating jurisdictions commenced the automatic exchange of tax information in accordance with the Common Reporting Standard from 2017. In conjunction with these initiatives, the Cayman Islands has implemented a legal and regulatory framework for the automatic exchange of tax information with other jurisdictions, which currently implements the U.S. Foreign Account Tax Compliance Act and the OECD’s Common Reporting Standard. Tax reporting compliance is therefore likely to become increasingly costly for the Vehicle as the requirements increase, and the Vehicle may be compelled to take necessary action as required under applicable laws, including potentially conducting a compulsory redemption of interests in the Vehicle, if Investors fail to provide information the Vehicle is required to report.
Accounting for uncertain tax positions, particularly those applicable to digital assets, can be challenging, and a Vehicle’s service providers may be unable to appropriately value an Investor’s investment.
Recognition and measurement of each tax position, including any tax position for which there is a lack of authority and audit experience such as digital assets, is determined by the directors of the Vehicles and based on discussions with the Manager of a Vehicle and tax advisors and based on fact and circumstances known at the time. There can be no assurance that any such determination will not change over time. Adjustments made to the Net Asset Value of a Vehicle in connection with the recognition of a contingent tax liability could have a material negative effect, and any subsequent adjustment in respect of the same liability could have a material positive or negative effect on specific Investors, depending on their circumstances.
Cautionary Note on Forward Looking Statements
Certain of the statements set forth in offering documents or in other information made available to Vehicles and Investors using our Services may constitute “forward-looking statements.” Forward-looking statements involve risks and uncertainties, many of which are beyond a Vehicle or Portfolio Company’s control. A Vehicle or Portfolio Company’s actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in these Risks and elsewhere in the offering documents. Important factors that may cause actual results to differ from projections include, for example:
Inability to raise sufficient additional capital to operate a Portfolio Company’s business;
Regulatory action against a Portfolio Company or third-party platforms a Portfolio Company is dependent on;
Delays in product development associated with regulatory process or otherwise;
The adoption of adverse federal, state, and local government regulations or the failure to obtain or delay in obtaining any required governmental approval for a Portfolio Company’s products;
Inability to reach profitability or generate enough revenue for the Portfolio Company to meet the intended goals and strategies of the offering a Vehicle participated in;
Inability to enter into an acceptable relationship with one or more significant consumers of the Portfolio Company’s products and the failure of such consumers to successfully implement the Portfolio Company’s technology into its offering processes;
Downtrends in the market value of and interest in digital assets generally;
Lack of interest in or stopping of the development or acceptance of blockchain networks and digital assets;
The lack of operational secondary markets or market makers for digital assets distributed by a Portfolio Company;
Intense competition, including entry of new competitors;
Inability to attract or retain qualified scientific, technical, or senior management personnel;
Intellectual property disputes or other litigation;
Unexpected costs and operating deficits;
Inability to develop marketable products and generate revenues;
General macroeconomic changes and changes in technology, services or standards that adversely impact a Portfolio Company;
Lower-than-expected sales and revenues;
A Portfolio Company’s limited operating history, which creates challenges to evaluate the Portfolio’ Company’s ability to generate revenue through operations;
Adverse economic, legal, or political conditions; and
The other factors discussed in this “Risks” section and elsewhere in any relevant offering documents.
All statements, other than statements of historical facts regarding a Vehicle or Portfolio Company’s strategy, future operations, financial position, estimated revenue or losses, projected costs, prospects and plans and objectives of management are forward-looking statements. The words “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date such forward-looking statements are made. Neither a Vehicle nor its Portfolio Company or its agents undertakes any obligation to update any forward-looking statements or other information to Investors using the Services.
Potential Investors should not place undue reliance on these forward-looking statements. The projections, estimates and expectations presented in any offering document or made available through the Services are intended only as a guide about future possibilities and do not represent actual amounts or assured events. While the management of a Portfolio Company or the Manager of a Vehicle may believe that its plans, intentions, and expectations reflected in or suggested by any forward-looking statements it makes are reasonable, they cannot assure potential Investors that these plans, intentions or expectations will be achieved. These cautionary statements qualify all forward-looking statements attributable to a Portfolio Company, a Manager of a Vehicle using our Services, or persons acting on their behalf. You acknowledge and agree that each Portfolio Company and Vehicle (including any agents acting on their behalf) shall be deemed to have expressly disclaimed any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect any change in its expectation with regard thereto or any change in events, conditions, or circumstances on which any such statement is based.
THE FOREGOING LIST OF RISKS DOES NOT PURPORT TO BE A COMPLETE ENUMERATION OR EXPLANATION OF THE RISKS INVOLVED IN AN INVESTMENT IN A VEHICLE. PROSPECTIVE INVESTORS SHOULD READ ANY ACCOMPANYING OFFERING DOCUMENTS AND CONSULT WITH THEIR OWN LEGAL, TAX AND FINANCIAL ADVISERS BEFORE DECIDING TO INVEST IN A VEHICLE. NO ASSURANCE CAN BE MADE THAT PROFITS WILL BE ACHIEVED OR THAT SUBSTANTIAL LOSSES WILL NOT BE INCURRED.