OPPORTUNITIES IN REAL ESTATE Residential Income Arbitrage

Q1 2015

Legal Disclosures . . . . . . . . . . . . . . . . . . . . . . . 3

About Adagio . . . . . . . . . . . . . . . . . . . . . . . . . 4

Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Equity Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . 8

Asset-Based Real Estate Finance . . . . . . . . . 15

Performance & Risk Characteristics . . . . . . . 26

Investment Overview . . . . . . . . . . . . . . . . . . . 27

Professional Profiles . . . . . . . . . . . . . . . . . . . . . 29

Contact Information . . . . . . . . . . . . . . . . . . . . 31

General Disclosures . . . . . . . . . . . . . . . . . . . . . 32

General Presentation Notes . . . . . . . . . . . . . . 34

2

Table of Contents

This presentation is not an offer to sell, nor a solicitation of an offer to purchase any securities instrument or any interest in Adagio, LLC or its current or future affiliated entities (hereafter; collectively, “Adagio”). Any investment in Adagio must be made via Subscription Agreement and accompanied by a Confidential Offering Memorandum and any other documents as may be required by law.

This presentation is confidential and intended only for sophisticated and accredited investors as allowed by law.

Private investments may be speculative and involve a high degree of risk. Such investments are not intended to be a complete or stand-alone investment program. Performance may be volatile. There Is no assurance that Adagio will achieve its investment objectives. The fees and expenses charged in connection with an investment in Adagio may be higher than those charged in connection with other investments, and in some market conditions, may offset its investment profits, if any. Investors may be charged fees and expenses during periods of investment loss. In some instances, investment loss could be material. Investors could lose all or a substantial amount of their investment. Only investors who can withstand the loss of all or a substantial part of their investment should consider investing in Adagio. Because there are restrictions on transferring and redeeming interests in Adagio, and because there is no secondary market for interests in Adagio and none is expected to develop, investors should not require ready access to their capital.

This document contains certain "forward-looking statements" that are based on our assumptions and judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, representative investments, anticipated portfolio concentration, investment opportunities, ability to create value, nature of investments, fund characteristics, strategy implementation, investment criteria, and/or strategy objectives, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Because of the significant uncertainties inherent in these assumptions and judgments, you should not place undue reliance on these forward-looking statements, nor should you regard the inclusion of these statements as our representation that Adagio will achieve any strategy, return objectives or other plans. The opinions expressed herein are current opinions as of the date appearing in this material only. There is no obligation to update these forward-looking or any other statements, nor is there any assurance that the policies, strategies or approaches discussed herein will not change.

Legal Disclosures

3

Adagio is a private alternative asset management firm founded in 2005 by Managing Director Ben Summers. Adagio's initial focus was investing in the New Urban communities along the Florida Gulf Coast and consulting to the finance world regarding real estate and energy matters. These activities uncovered new opportunities in residential real estate markets leading to Adagio developing its unique asset-based lending program. Adagio now engages in a full complement of investing activities through its development of liquidity management processes and discrete operating structures.

Adagio focuses on identifying and creating market specific profit opportunities – while recognizing that investment gains and losses aren’t realized in a vacuum, free from the effects of global economic turbulence and market irrationality. We also recognize the difficulties inherent in predicting these turbulences or a market’s return to rationality. As a result, we believe successful long-term investing demands proactive management of a portfolio’s risk/reward profile.

As an expression of these core principles, we manage our assets with a unique mandate: to rigorously select micro-level investment opportunities that meet our specific fundamental criteria while managing our exposures to macroeconomic trends. Through effective and efficient communication, planning and management, we strive to deliver exceptional results that meet the goals of our investors.

About Adagio

4

Investment Objective

Adagio ABL, LLC (the “Fund”) is a residential income real estate fund focused on meeting the demand for non-recourse bridge financing in the investor market and is managed by Adagio, LLC (the “Manager”). The Fund utilizes low-LTV mortgages in conjunction with various lease and option structures designed to generate an internal hedge against residential real estate market volatility via arbitrage.

Investment Approach

The Manager views residential real estate value as a function of its net rental income as opposed to the popular comparable sales model. Historically, while comparable sales values have experienced significant volatility, Owner Equivalent Rents (“OER”), as tracked by the U.S. Bureau of Labor Statistics (“BLS”), have been relatively stable. Constructing arbitrage trades between income-based and comparable sales valuations has insulated the Manager’s portfolio from systemic risk, such as the crisis of 2008, while increasing overall returns.

Strategy

5

Strategy (cont.)

6

o  Adagio’s unique mandate provides two important benefits when applied to our core market of real estate:

!  Fundamentally valuing real estate based upon its rental income offers opportunity for both immediate profit and long-term price appreciation eliminating much of the risk and volatility associated with traditional valuation methods.

!  Identifying the global influences that impact local investing allows us to manage our exposure to changes in the world’s financial landscape.

o  The practical impact of Adagio’s strategy remains consistent:

!  Identify opportunities to harvest short-term returns on assets that also hold potential for significant long-term price appreciation.

Strategy (cont.)

7

o  Real Estate: !  Acquisition sources range from distressed sellers and bank-owned assets to

creatively negotiated seller-financed deal terms. !  Deal terms are designed to minimize risk to capital while maximizing positive

cash flow and exposure to upside price appreciation.

o  Liquidity Management: !  Maintain a high cash reserve to support real estate activity !  Partnered with Morgan Stanley in New York to manage interest rate exposure

through multi-asset class portfolio of liquid securities

o  Other Assets: !  Mitigate inflationary risk by trading favorably priced commodities as

opportunities arise and maintain precious metal holdings

Equity Portfolio

Real Estate Portfolio

Overlapping area indicates the relationship between our cash management tools and our real estate portfolio.

8

Liquidity Mgmt.

o  Critical, independent valuations synthesizing detailed information: !  Community-specific demographics !  Lending practices of local banks !  Raw industry data

o  Extended due diligence on appropriately priced deals: !  Inspect for physical & legal defects !  Proprietary market knowledge !  Opportunity costs of capital & impact to overall portfolio !  Predicted hold time

o  Evaluation of exit strategies: !  Model scenarios from worst to best case !  Formulate pre-planned exit strategies for each

Our Core – Real Estate

9

Our Real Estate Process

Selection of Specific Local Markets

Identification of Opportunities

Analysis & Valuation

Exit Strategies

Adagio Investment

Each property that Adagio holds passes through multiple filters, each more stringent than the prior.

10

o  Deal flow is imperative to constructing effective and repeatable investment processes.

!  Ensures opportunities

!  Supports and improves valuation efforts

o  Adagio’s professionals maintain a vast and ever-expanding network of contacts cultivated throughout our careers.

!  Our sources include:

•  Commercial Bank Officers and Asset Managers

•  Commercial Real Estate Investors

•  Property Management Companies

•  Other Private and Professional Investors

•  High Sales Volume Real Estate Brokers and Agents

Identification of Opportunities

11

o  Appraising true current market value requires more than sales comps and housing statistics.

!  Adagio’s valuations are predicated on each property’s effective cap rate ensuring plan cash flow and mitigating speculation.

!  Accurate evaluation of current value and potential appreciation comes through market-specific knowledge and experience.

o  Adagio understands the cultural and market dynamics of the communities in which we invest, down to block by block variances.

!  Among the specific factors we consider are:

•  Sales volume, listings and viewing activity in the community

•  Rental history of both target and comparable properties

•  Seasonal dynamics of sale and rental markets

•  Community infrastructure development and improvement •  Opportunity costs of capital/negotiability of deal terms

Analysis and Valuation

12

o  Investors often fail to capture value because their only contingency plan is a “fire-sale”. !  Undue reliance on over-estimated market conditions !  Forced to recognize there is no market at their “market value”

•  Liquidation is a viable exit strategy only if accompanied by accurate market comprehension prior to investment.

o  We plan multiple strategies for profitable or loss-mitigating exits: !  Option and option-like agreements to capture value identified before

target is openly marketed !  Increase bid flow by offering financing !  Timely liquidation of vacation rental properties near end of peak season

Exit Strategies

• Beach Estate • Traditional comp. sales val. ≈ $2.5m •  Our Income-based val. ≈ $1.6m

• Adagio acquires the buy/sell rights for $5k • Lock in purchase price of $1.6m

Targ

et

Agreement 1)  Re-sell property before option expires, profits

= Sale Price (up to $2.5m) - $1.6m 2)  Execute straight purchase, hold for cash flow

and improved market conditions 3)  Allow contract to expire, loss = $5k

Exit Strategies

13

Option Example

o  Although properly priced real estate is liquid, transaction times dictate that it is not as free-flowing as cash or exchange-traded equities.

!  Adagio places a premium on effectively managing our overall portfolio liquidity.

o  Aspects of our liquidity management include: !  Maintaining high cash to equity reserves

!  Capturing interest rate spreads

•  Finance purchases of Adagio’s properties at rates above Adagio’s borrowing costs

•  Multi-asset class portfolio of liquid securities

Liquidity Management

14

Adagio has expended significant resources investigating and investing in residential real estate. Those efforts lead to the development of our unique asset-based lending (“ABL”) in residential real estate program that complements our firm’s core strategy and improves the risk/reward profile of our overall portfolio.

Asset-Based Real Estate Finance

Area outside ABL represents options/option-type opportunities for short-term profit.

15

ABL Portfolio

(Loans & REO)

Liquidity Mgmt.

Real Estate

o  Uncertainty presents opportunities for forward-thinking investors.

!  Positive cash flowing real estate and liquidity management abilities position our firm to seize these opportunities.

o  Misguided underwriting and poorly understood home values provide an ideal environment for Adagio’s ABL in residential real estate program.

!  Real Estate investors face two critically significant risks:

•  Liquidity trouble due to obligations of an amortization schedule

•  Maintaining deal flow of opportunities to invest at a discount to non-speculative market value

!  Our model addresses these risks through:

•  Objective lending criteria

•  Conservative valuations based on market specific knowledge

•  Effective management of our Real Estate Owned (“REO”)

Current Environment

16

Adagio vs. Conventional Lenders

Adagio ABL

•  Loan to Value (LTV) • Utilize Adagio investment

process for valuation • Add market-specific

knowledge and experience •  Lending criteria based on

property’s value •  Loan collateral de facto

strong •  Loan terms avoid the

foreclosure process • Managing a portfolio of real

estate is our strength

Conventional Lending

•  Loan to Cost (LTC) • Borrower responsible for

valuation • Appraiser relies on sales data

up to 12 months old •  Lending criteria based on

borrower credit profile •  Loan likely poorly

collateralized • Default means lengthy,

expensive foreclosure •  Ill-equipped to effectively

manage REOs

17

o  Conventional mortgage lending practices lead many to view real estate lending and investing as excessively risky. !  Excessive risk is due to flawed appraisal methods.

o  Conventional lenders base amounts on a hybrid of loan to [comparable sales] value (“LTV”) and loan-to-cost (“LTC”) or loan-to-price (“LTP”), i.e. lesser of contract price and property value. !  Due diligence consists of assigning the responsibilities of valuation

to market participants with conflicts of interest. •  Borrowers & Realtors pursue inflated appraisals to maximize

loan amount

o  Ineffective at mitigating loss after borrower default !  Outside of core competencies & business model !  Lax valuation methods = poorly collateralized loans = illiquid REOs !  Compound losses by allowing REOs to fall into disrepair

Conventional Mortgage Lending

18

o  Our model was developed to mitigate exposure to volatility/risk imposed by market cycles and macroeconomic instability.

!  Credit-hungry market + Short-Term Financing = Premium Interest Rates

!  Adagio shifts borrower default from a risk to a potential windfall

•  Quickly take possession of defaulted-on properties at significant discounts to already distressed prices.

Lender Stress Creates Opportunity

19

“[Most] investors may be quite willing to take the risk of being wrong in the company of others, while being much more reluctant to take the risk of being right alone.” – John Maynard Keynes

o  Solely in the Florida market, we estimate demand for Adagio ABL at approximately $1.2B annually.

!  Unique approach to mitigating foreclosure costs supports our ability to offer an ABL program that redefines real estate lending

!  Current firm resources should allow placement of approximately $150 million over the next two quarters.

o  Lack of competition:

!  No true asset-based lenders in the residential real estate market

!  “Hard money” lenders are often borderline predatory.

•  Interest rate and default terms may resemble ABL, but they

o  qualify borrower credit-worthiness and are full recourse.

o  employ subjective and inconsistent underwriting standards.

o  rely on speculative comparable sales valuations.

o  require arbitrary “skin in the game”.

o  charge excessive or unnecessary fees.

Market Demand for ABL

20

o  Our model capitalizes on the mistakes of conventional lenders.

!  Avoid using borrower credit profiles as a risk management tool

!  Appraisals implement existing skills and valuation process

!  No undue reliance on 3rd party appraisals

•  Often based on listings and comps up to 12 months old.

o  Adagio makes every effort to ensure our valuations reflect current market value.

!  Process designed to determine the minimum sale price within a 3 month timeframe

•  Cap rate used as principal valuation metric

•  Weight most recent actual sales more heavily

•  Add local market experience and participation

o  Further risk mitigation by utilizing a standardized, non-recourse leaseback with option structure in lieu of a traditional mortgage

!  Mitigates regulatory and foreclosure risk

ABL & Risk Mitigation

21

ABL & Real Estate Investing

o  As mentioned earlier, two significant challenges must be addressed to profitably invest in real estate:

!  The liquidity concerns presented by commitment to an amortization schedule:

•  Amortized financing increases holding costs and reduces IRR.

•  It adds repayment risk or forces sales at a loss in the event a property’s net operating income becomes less than its debt service.

!  Maintaining a strong deal flow of opportunities to purchase at a discount to true market value:

•  The asset class itself holds significant potential for appreciation,

•  Forced appreciation comes from purchasing at a discount in the immediate environment.

o  Relying on prices one year ago or projections one year forward is speculating, not investing.

22

ABL & Liquidity

Our financing terms grant Adagio clear title to the subject property immediately upon default effectively collateralizing any non-performing loan. Without debt service, we capture an improved internal rate of return on our REOs.

Property X (Adagio valuation of $1m) Assuming model “worst case”: " Model’s min. acceptable cap rate of 6.5%. " Loan at max amount of 70% LTV minus points. " Adagio takes possession 90 days after close.

Hold Property If property produces the same net operating income, annual yield is $65,000 (9.6%) on our initial investment of $679,000 (70% LTV less 3 discount points).

* We would also maintain opportunity for appreciation.

Liquidate Property We re-sell the property at 90% net of our appraisal, yielding a profit of $221,000 (32.5%) after transaction costs.

*Due to our emphasis on income-based valuations, we expect to sell most REOs at or above our appraisal.

23

ABL & Deal Flow

o  Adagio’s ABL strategy increases our already strong deal flow pipeline.

!  Lend only on non-owner occupied property •  Borrowers are generally investors/high net worth individuals

o  They serve an analyst-type function by presenting deals at least minimally pre-screened.

o  Firm resources are freed to focus on accurate valuations and managing overall portfolio risk.

o  Profiles of target properties improve.

!  Otherwise unattractive property can yield a high return when acquisition cost is effectively capped at 70% of true market value.

o  We are positioned as credit providers, not competing investors.

!  Gain an edge through first-hand knowledge of other investors’ activity

24

Additional Benefits & Terms

o  We play a large role in dictating the liquidity of our specific markets. !  Aspect of self-determination largely unavailable in other

investment strategies

o  By financing purchases of our REOs, we increase profit margins. !  Increased pool of buyers means increased offer volume leading to

increased prices !  Re-occurring defaults on an REO reduce our cost basis.

o  Some additional loan terms: !  Leaseback with option term of 6-12 months !  Transaction fee

•  Immediate return, even on loans that later default

25

Performance & Risk Characteristics

26 Performance does not include Adagio management and performance fees ("Adagio Fees"). The Adagio Fees and any other expenses that the investor incurs will reduce the returns to investors. The Adagio Fees are described in the Private Placement Memorandum. Past performance in not indicative of future results. Full year and/or TYD performance may not equal the monthly or quarterly compounded results due to the effects of rounding and may include estimated and/or unaudited results.

Investment Overview

Adagio’s combination of distressed real estate investing and ABL gives our firm a unique return profile. We are confident that we will continue to capture superior risk-adjusted gains via our loan portfolio and ancillary investing activities. Given the comprehensive nature of our strategy, we believe an investment with Adagio will best appreciate over a 60-month time horizon.

The Manager currently has approximately $24MM AUM allocated amongst five investors as follows: three HNWI, one private firm, and one public entity. Historically, the Manager’s primary area of focus has been the residential income markets of Northwest Florida’s (South Walton & Bay County) New Urban communities and the Tri-County area of South Florida (Miami-Dade, Broward, Palm Beach) because of their appeal as global destinations and abundance of investment opportunities. Based upon unique local factors, new opportunities are arising in the markets of Jacksonville, FL, Pittsburgh, PA and Cleveland, OH. Across single family markets, comparable sales values begin to diverge from respective rental income at list prices of approximately $70k. The median property value of the Fund’s portfolio is $187k with the average value being $273k; the Fund’s corresponding median and mean bases are $119k and $158k, respectively. To offset risk associated with the illiquid nature of real estate assets, the Fund proactively manages a low-risk, multi-asset class portfolio of liquid securities through Morgan Stanley that accounts for a minimum of 15% of the Fund’s NAV at all times.

Under our structure, ABL financing and REO management is performed via Adagio ABL, LLC, a subsidiary pass-through entity wholly-owned by Adagio, LLC and its investors. The Fund is valued on a quarterly basis and audited annually by a reputable national accounting firm.

27

Investment Overview (cont.)

Tentative Offering Terms

For detailed investment terms, consult your Private Placement Memorandum or Adagio representative.

Class A Membership Units (“Preferred Shares”) Quarterly subscriptions with initial lock-up period of 60 months. Cumulative, non-convertible and non-participating with 7% annual coupon (preferred return) paid quarterly.

Class B Membership Units (“Common Shares“) Quarterly subscriptions with initial lock-up period of 60 months. Net 70/30 terms with 7% threshold calculated against high-water mark (no management fee).

Direct Mortgage Lending

In lieu of passive investment, active investors can lend directly to Adagio ABL, LLC via low-LTV first mortgages on either a loan-by-loan basis or via a mortgage line of credit. All funds can be secured in real time. A minimum investment of $50,000 yields an 8.5% fixed return for a 24 month term. Additional information can be found at our Term Sheet for Cooperating Mortgage Lenders (www.theadagiogroup.com/investors/Lender_Term_Sheet.pdf).

28

Professional Profiles

Benjamin D. Summers, Managing Director & Founder Recognizing the strengths of real estate as an investment vehicle, Ben founded Adagio in 2005 on the unique investment strategies he developed to mitigate risk and capture value appreciation in the residential income market. In addition to real estate, Ben has significant senior management experience within the energy services sector managing large-scale infrastructure development projects in Africa and developing global markets for innovative drilling technologies. Throughout his energy services tenure, Ben achieved high profit margins while managing up to half-billion dollar budgets. His move into the energy services arena was preceded by a professional baseball career begun via the San Diego Padres organization.

Ben graduated from Louisiana State University with a Bachelor of Science degree in physics, having studied music (theory & composition / piano performance) as a second discipline.

Mark R. Fitzpatrick, Executive Director As Executive Director, Mark is responsible for raising capital and managing certain operational functions. Mark has over 15 years of international senior management experience in both an operations and business development capacity for various asset management and accounting firms. Mark has lead teams that have successfully raised hundreds of millions in assets establishing diverse distribution networks while refining and developing operational and compliance systems. Prior to joining Adagio, Mark worked for eleven years at Crystal Capital Partners, an asset management firm in the hedge fund industry. Mark was the Chief Operating Officer ("COO") before becoming the Director of Business Development. As COO, Mark was in charge of all operations and compliance which included creating a sophisticated legal entity and accounting system for a customized hedge fund program. As the Director of Business Development, Mark was responsible for growing the business and handling institutional relationships. During that time, Mark worked with regional banks, broker dealers, Registered Investment Advisors and family offices as the firm's assets grew from $300 million to $800 million. Prior to Crystal, Mark worked as an auditor in the brokerage industry and in hedge fund administration.

Mark holds a Bachelor of Commerce in international business from the University of Lethbridge, Canada and is a Chartered Financial Analyst ("CFA").

29

Professional Profiles (cont.) Joseph A. Maiullo IV, Executive Director Joe has over nine years of Wall Street experience at firms including Morgan Stanley and UBS. In addition to his role at Adagio, Joe maintains his position at Morgan Stanley working closely with institutional clients and ultra high net worth families in coordinating investments across all asset classes, including alternative investments; additionally, Joe advises middle market institutional clients providing equity sales coverage. Prior to Morgan Stanley, Joe worked in middle markets at UBS advising both institutions and ultra high net worth families.

Joe graduated from Michigan State University with a Bachelor of Arts degree in interdisciplinary studies in economics. Joe currently serves as Vice President of Finance for the Michigan Epsilon Alumni Volunteer Corporation, a civic board promoting alumni volunteer efforts of Sigma Phi Epsilon. 

Karl R. Moore, Financial Consultant Prior to joining Adagio, Karl worked for the half-billion dollar alternative asset management firm Summit Private Investments (SPI). There, Karl worked closely with the firm’s principals to manage the risk/reward profile of the portfolio.  He began his career in financial services with UBS. At UBS, he advised private clients and institutions regarding their respective portfolios. Before his move to investment management, he served as a consulting attorney to multiple publicly traded companies during securities-related investigations and litigation.

Karl received his Juris Doctorate from Vanderbilt University and his B.S. in Business Administration, summa cum laude, from Mississippi College. 

30

If you would like more information, please contact us:

ADAGIO GROUP 5100 Westheimer Rd, Ste 115 Houston, Texas 77056 Office: +1 (832) 356-0775 Fax: +1 (954) 229-2223 www.theadagiogroup.com

31

Contact Benjamin D. Summers directly via email at: bsummers@adagiollc.com

Contact Joseph A. Maiullo IV directly via email at: jmaiullo@adagiollc.com

Contact Information

32

General Disclosures

Risk Management Risk management is primarily performed by the investment team. The first, and most important, step in risk management is the granular analysis performed before making any investment. On a regular basis, multiple stress scenarios are performed across each asset and the overall portfolio. Portfolio risk metrics are monitored daily, including concentrations, gross leverage, net exposure and counterparty risk.

General Hedge Fund Risk Factors

Fees and Expenses The Fund may have higher fees and expenses than other investment vehicles, and such fees and expenses could have an impact on the level of returns. Due to the nature of real estate transactions and their frequency, the Fund may incur higher fees and other transaction costs than other investment vehicles. The performance reallocation of the net profits to the Fund Manager may create an incentive for the Fund Manager to make investments that are riskier or more speculative than would be the case absent such arrangement.

General Investment Risk All securities investments risk the loss of capital. The nature of the securities to be purchased and traded by the Fund and the investment techniques and strategies to be employed by the Fund Manager may increase this risk. Investors could lose all or a substantial amount of their investment.

Illiquidity The trading of interests in the Fund may be highly illiquid. There is no secondary market for hedge funs, and there may be restrictions on assigning or otherwise transferring investments in the Fund without the approval of the Fund Manager. Investors may have to put their capital at risk for an indefinite period of time.

33

General Disclosures (cont.)

Leverage The Fund may use leverage. Leverage can magnify the gains and losses and the volatility of returns in the portfolio. If the interest expense on borrowings were to exceed the net return on the portfolio assets purchased with borrowed funds, the Fund’s use of leverage would result in a lower rate of return than otherwise.

Absence of Regulatory Oversight Private funds are not registered under the Investment Company Act and, accordingly, investors will be be afforded the protections of the Investment Company Act.

Taxes The Fund may involve complex tax structures and delays in distributing important tax information to investors.

Lack of Transparency Alternative Investments typically are not required to provide periodic pricing or valuation information to investors. These and other specific investment risks and conflicts of interest are more fully disclosed in the Private Placement Memorandum.

Absence of Regulatory Oversight Private funds are not registered under the Investment Company Act and, accordingly, investors will be be afforded the protections of the Investment Company Act.

34

General Presentation Notes

No Liability for Accuracy

Certain data and information in this presentation are based primarily upon information provided by third parties. The Manager has assumed the accuracy of such material. The Manager shall not be liable in any way for claims relating to these materials and makes no express or implied representations or warranties as to their accuracy or completeness or for the statements or errors contained herein, or omissions from, them. The Manager does not undertake to advise you of changes in the information contained herein.

Informational Purposes

These materials are solely for informational and discussion purposes, and are not to be reproduced or distributed. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy interests in the Fund. Any offering of interests by the Fund will be made solely pursuant to its Private Placement Memorandum and related documentation.

Investor Suitability

An investment in the Fund may not be suitable for your specific circumstances. Accordingly, you should consult you own tax, legal or other advisors to determine such suitability.

Conflicts of Interest

The Manager has or may have affiliates that engage in a broad spectrum of activities. Certain affiliates of the Manager may provide brokerage and other services from time to time to the Manager. These relationships may result in the Manager receiving commissions and other fees in consideration for such services and may consequently present an actual or potential conflict of interest with those of investors in the Fund.

Non-reliance

Prospective investors should not rely on all or part of these materials or any other information that is not contained in the related Private Placement Memorandum in making any investment decision.