EB-5 VISA PROGRAM - Bogatov Realty Inc.Brochure+-+English... · The United States Immigration...

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Transcript of EB-5 VISA PROGRAM - Bogatov Realty Inc.Brochure+-+English... · The United States Immigration...

Page 1: EB-5 VISA PROGRAM - Bogatov Realty Inc.Brochure+-+English... · The United States Immigration Act’s EB-5 program provides a special category of immigration visa for the international
Page 2: EB-5 VISA PROGRAM - Bogatov Realty Inc.Brochure+-+English... · The United States Immigration Act’s EB-5 program provides a special category of immigration visa for the international

Files and folders

Electronics

General / Mischelaneous

Mu l t imedia

Office

Finance & Commerce

We ather

Emoticons

Inter f aceArrows

Food & Drink

Vehicles

Spo r ts & Ap parel

Science & Technology

Camping & n ature

Architecture / Interior

Files and folders

Electronics

General / Mischelaneous

Mu l t imedia

Office

Finance & Commerce

We ather

Emoticons

Inter f aceArrows

Food & Drink

Vehicles

Spo r ts & Ap parel

Science & Technology

Camping & n ature

Architecture / Interior

Files and folders

Electronics

General / Mischelaneous

Mu l t imedia

Office

Finance & Commerce

We ather

Emoticons

Inter f aceArrows

Food & Drink

Vehicles

Spo r ts & Ap parel

Science & Technology

Camping & n ature

Architecture / Interior

OUR NATION HAS ALWAYS BEEN AT ITS STRONGEST

WHEN WE ATTRACTED THE BEST AND BRIGHTEST

MINDS TO HELP BUILD AND INVEST IN OUR

ECONOMY. THE EB-5 VISA PROGRAM IS AN

IMPORTANT TOOL THAT BRINGS

B E N E F I T

Alongside benefiting the

community, the applicant and

his or her immediate family

(spouse and children who are

under the age of 21 at the time

of visa appointment) will be

awarded green cards

and be allowed to live

anywhere in the U.S.

C R E AT E

Designed to reduce

unemployment, EB-5 allows

foreigners to create new jobs

for Americans by investing in

specially designated projects,

such as PARAMOUNT Miami

Worldcenter. Your investment

of $500,000 USD will create

a minimum of 10 full-time jobs

within a two-year period.

The United States Immigration Act’s EB-5 program provides a special

category of immigration visa for the international investor. Through

the program, foreigners have the opportunity to obtain U.S. permanent

residency by investing in a qualifying, job-creating project.

E B - 5 V I S A P R O G R A M

- JARED POLIS, U.S. REPRESENTATIVE, D-CO

Q U A L I F Y

Unlike other U.S. visa

programs, there are no

age, language, education or

prior business experience

requirements for the applicant.

They can apply for citizenship

after the successful completion

of the EB-5 project and

the jobs formed form their

investment.

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I-526 REFUND GUARANTEE

*AS OF MARCH 2017

PROJECT IS FULLY FINANCED

LOW PERCENTAGE EB-5 CAPITAL

OVER 330% JOB CREATION

UNDER CONSTRUCTION

COMPLETION GUARANTEE

EXPERIENCED DEVELOPER

PROJECT IS NEARLY 60% SOLD* WITH 50% DEPOSITS DUE BEFORE CLOSING

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P A R A M O U N T THE LUXURY RESIDENTIAL TOWER OF MIAMI WORLDCENTER:

2nd Largest Development in the U.S.30 acres surrounded by over $3 billion of new public and private projects including:

M A S S T R A N S I TM U S E U M SS H O P P I N GP A R K SS P O R T S V E N U E SE N T E R TA I N M E N T3 6 5 , 0 0 0 S Q . F T. O F C O N V E N T I O N S P A C E

P R O J E C T PARAMOUNT Miami Worldcenter (Phase 1)

T O TA L E B - 5 C A P I TA L$75 Million

T O TA L E B - 5 I N V E S T O R A L L O T M E N T S150

E B - 5 I N V E S T M E N T C A P I TA L$500,000

A D M I N I S T R A T I O N F E E S$50,000

DEVELOPER EB-5 PROGRAM

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EXCLUSIVELY FOR PARAMOUNT RESIDENTS

P R O P E R T Y T Y P ELuxury condominium in a mixed-use project

N U M B E R O F F L O O R S60

N U M B E R O F U N I T S500+

H E I G H T700 feet

L A N D A N D A I R R I G H T S4 acres

T O TA L A R E A

• R E S I D E N T I A L A R E A S 942,705 sq. ft. / 87,580 m²

• • A M E N I T Y A R E A S

76,580 sq. ft. / 7,115 m²

C O N S T R U C T I O N S TA R T D AT EMarch 2016

C O M P L E T I O N D A T EEstimated Q1 2019

C O N S T R U C T I O N C O M P A N YCoastal Tishman

A R C H I T E C TElkus Manfredi Architects

I N T E R I O R D E S I G N E RID & Design International

U N I T T Y P E S1, 2 & 3 bedrooms + dens and Penthouses

P R O J E C T S TA T U SUnder construction

R E TA I LMiami Worldcenter High Street Retail7th Street Promenade and Paseo Marriott Marquis Hotel and Convention Center

A N U R B A N E X P E R I E N C E T H AT C O M B I N E S R E TA I L , E N T E R TA I N M E N T, T R A N S P O R TAT I O N , A N D U N P A R A L L E L E D A M E N I T I E S - A L L I N O N E P L A C E .

PARAMOUNT Miami Worldcenter is the signature luxury residential tower of Miami Worldcenter, an integral part of the vibrant resurgence of Miami’s urban core. Rising 700 feet, PARAMOUNT will offer unparalleled access to the burgeoning heart of downtown Miami. In addition to having direct access to an exclusive amenity deck, residents will be able to enjoy spacious, designer-appointed units, each of which will evoke a true sense of home.

R E S I D E N C E F E A T U R E SPrivate elevator access with private foyers10-foot ceilings in all living spacesOutdoor living roomsLarge entertainment spaceFull-size laundry room*Convertible den*Lock-out studio (in three-bedroom residences)

A B O U T P A R A M O U N T

* i n s e l e c t u n i t s

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PARAMOUNT Miami Worldcenter is a fully financed project and began construction in March 2016 without the use of EB-5 capital. EB-5 capital represents only 14% of the total capitalization of the project.

S E N I O R L O A N 36%

E B - 5 L O A N 14%

D E V E L O P E R E Q U I T Y A N D D E P O S I T S 50%

S E C U R E C A P I TA L S T R U C T U R E

*AS OF MARCH 2017

C O M P L E T I O N G U A R A N T E EAECOM, the $20 billion, multi-national parent company of Tishman, the project’s construction company, has guaranteed construction completion. This provides additional assurance that the required jobs will be created, allowing each EB-5 investor to receive a Green Card.

I - 5 2 6 R E F U N D G U A R A N T E EIf the investor’s I-526 is denied, the developer guarantees a full return of funds.

P R O J E C T I S F U L LY F I N A N C E DAll financing, both debt and equity, have been secured.

L O W P E R C E N TA G E E B - 5 C A P I TA LAmounting to only 14 % of the total capitalization of the project.

U N D E R C O N S T R U C T I O NProject construction began in March 2016. Completion expected for Q1 2019.

P R O J E C T I S N E A R LY 6 0 % S O L D * W I T H 5 0 % D E P O S I T S D U E B E F O R E T O P O F FWhen fully sold, revenues from condominium sales will be 8.8 x the total EB-5 loan amount.

1,500 REQUIRED FOR EB-5

5,031 OVERALL PROJECT ESTIMATE

P R O J E C T S T U D Y

5,031 JOBS CREATED IN TOTAL FOR PROJECT

33 JOBS CREATED PER EB-5 INVESTMENT*

*EB-5 Minium Requirement: 10 Jobs Per Investment

P R O J E C T H I G H L I G H T S

Wright Johnson, the national leading EB-5 economic analysis company, provided the project’s Economic Study. It predicts that PARAMOUNT Miami Worldcenter will directly or indirectly create about 5,031 jobs.

Regional economic model: RIMS II (Regional Input-output Modeling System II)

O V E R 3 3 0 % J O B C R E AT I O N The project will create 5,031 jobs, allotting 33 jobs per investment, far exceeding the minimum requirement.

36%D E B T

14%E B - 5 F U N D S

50%E Q U I T Y A N D

D E P O S I T S

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US$642 $692 $719 $835US$692 US$719 US$835 US$950

A S I AAV G $ 9 5 0 P S F

E S T I M AT E D T O TA L P R O J E C T V A L U E

T O TA L C O N D O M I N I U M

S A L E S

T O TA L P R O J E C T D E B T

S E N I O R L O A N

P R O J E C TE Q U I T Y &

P R O F I T

E B - 5 L O A N

P A R A M O U N T B A Y P R I C E P S F

C O M P A R A B L E A N A LY S I S

Even as a pre-construction project, PARAMOUNT’s comparible price per square foot is on par with other completed luxury, legacy residential buildings in the area. Once finished, PARAMOUNT is projected to increase in value and exceed the average price per square foot of the comparable buildings, providing even more of an additional cushion for investors.

P R E S A L E S A N D M A R K E T A N A LY S I S

T O TA L S A L E S R E V E N U E O F T H E C O N D O M I N I U M I S 8 . 8 X T H E E B - 5 L O A N A M O U N T

As of March 2017, the project is nearly 60% sold with 50% of deposits due by topoff.

P A R A M O U N T M I A M I W O R L D C E N T E R

AV G $ 6 9 2 P S F

P A R A M O U N T B A YAV G $ 6 4 2 P S F

J A D E R E S I D E N C E SAV G $ 7 1 9 P S F

S A N TA M A R I AAV G $ 8 3 5 P S F

PARAMOUNT MAIMI WORLDCENTERTARGET SALE PRICE : $692 PER SQ. FT.

P A R A M O U N T M W CTA R G E T E D P R I C E P S F

J A D E R E S I D E N C E SP R I C E P S F

S A N TA M A R I AP R I C E P S F

A S I AP R I C E P S F

The four comparable properties in Downtown Miami with average price per square foot sales ranging between $642 to $950.

(MLS data as of December 2016)

INV

ES

TO

R C

US

HIO

N

P A R A M O U N T P R O V I D E S A S E C U R E

C A P I TA L S T R U C T U R E F O R E B - 5

I N V E S T M E N T.

W H E N T H E P R O J E C T I S F U L LY S O L D ,

T H E D E B T W I L L B E F U L LY R E P A I D A N D

S T I L L A L L O T F O R A L A R G E I N V E S T O R

C U S H I O N , A S S E E N I N T H E G R A P H I C .

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I N V E S T M E N T V A L U E : P R I C E P E R S Q U A R E F O O T L U X U R Y C O N D O SThe great weather and business environment are contributing factors to the continued population growth.

N O . 1 C R U I S E T E R M I N A LKnown as the “Cruise Capital of the World,” Port of Miami has been ranked the #1 passenger port in the world for the last two decades.

N O . 2 F I N A N C I A L H U BSecond most popular financial hub in the country after NYC, referred to as the “Wall Street of the South.” A major center of commerce, finance, and media, Miami hosts a strong international business community with over 1000 corporate headquarters.

N O . 2 M I A M I A I R P O R TRanked #1 in the U.S. in terms of international cargo. Miami International Airport currently provides over 200 daily direct flights to major cities across the globe, with direct flights to China planned to arrive in two years.

N O . 1 T R A V E L D E S T I N AT I O NEach year, more than 38 million tourists visit the city, spending more than $17 billion U.S. dollars.

N O . 2 L U X U R Y L I S T I N G SThe city ranks as 2nd for America’s Top Cities for Luxury Listings.

F A S T G R O W T H R AT EMiami averages a 32% annual growth in finance and insurance industry.

F O R E I G N C O N S U L AT E S75 foreign consulates.

The fourth most populated state in the U.S.

With a population of over 20 million residents, nearly 1,000 people move to Florida daily, 60% of which are going to South Florida.

No state income tax compared to an 8.82% tax in New York and a 13.3% tax in California

Walt Disney World Resort in Florida is the #1 vacation resort in the world

W H Y I N V E S T I N F L O R I D A ? A M E R I C A ’ S C I T Y O F T H E F U T U R EP R O J E C T L O C AT I O N

, FLORIDA

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P A R A M O U N T500+ Residences

Over 40 AmenitiesM I A M I W O R L D C E N T E R

30 AcresHotelsRetail

Convention CenterOffice & Residential

B I S C A Y N E B O U L E V A R DGrand Boulevard with Parks and BayA L L A B O A R D F L O R I D A

Passenger RailMixed-use Retail

and Hospitality

M E TJW Marriott Hotel

1,700 Seat Theatre4-Story Retail

Mixed–Use Complex

S K Y R I S E M I A M I1000 ft. TowerObservation DeckThrill Rides andAmusement Park

R E S O R T S W O R L D M I A M I14-Acre Destination Resort3-Mile Baywalk

P O R T M I A M ICruise Capital of the WorldPremier Cargo PortNewly Renovated for Larger Ships

M U S E U M P A R KArt Museum

Science Museum29-Acre Park

A D R I E N N E A R S H T C E N T E RPerforming Arts CenterFilm Production Studio

A M E R I C A N A I R L I N E S A R E N AHome of the Miami HeatConcert and Entertainment Venue

Miami’s central location contributes to the city’s economic diversification and its importance as a commercial hub for the continent. Currently in the Downtown area, $11 Billion has been invested into new public and private developments.

D O W N T O W N M I A M I : I N T H E W O R K S

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M I A M ISUNNY ISLES

FT LAUDERDALECORAL

SPRINGS

DAVIE

SUNRISE

BOCA RATON

BOYNTON BEACHLAKE WORTH

JUNO BEACH

INDIA ATLANTIC

SATELLITE BEACH

COCOA BEACH

CAPE CANAVERALTITUSVILLE

KISSIMEE

ORLANDO

APOPKA

NAPLES

BONITA SPRINGS

ESTERO

FORT MYERS

R O Y A L P A L M C O M P A N I E S - A N E X P E R I E N C E D D E V E L O P E R W I T H O V E R 3 0 Y E A R S O F E X P E R I E N C E

For nearly 30 years Royal Palm Companies (RPC) has changed the way people live. Defined by luxury elegance and attention to detail, RPC has redefined cities and skylines. RPC has experience developing a diversified real estate portfolio of more than $2 billion in mixed-use, multi-family, condominium and planned single-family home communities. The Company continues to build an extensive development track record and has developed more than 44 separate development projects, generating over 4,000 units throughout the state of Florida.

P A R A M O U N T D E V E L O P E R

- DANIEL KODSI, CEO

This is a

. Our way of thinking, creating, and planning wil l change the real estate landscape for decades to come.

P A R A M O U N T B A Y

C O M P L E T E D2010

U N I T C O U N T346

M I A M I , F L | E D G E W AT E R

T O TA L S E L L O U T$348,700,000

A V E R A G E P R I C E$1,000,000

C O M P L E T I O N 2017

U N I T C O U N T95

P A R A M O U N T F O R T L A U D E R D A L E B E A C HF O R T L A U D E R D A L E B E A C H , F L

T O TA L S E L L O U T$210,000,000

A V E R A G E P R I C E$2,200,000

C O M P L E T I O N Q1 2019

U N I T C O U N T 500+

P A R A M O U N T M I A M I W O R L D C E N T E RD O W N T O W N M I A M I , F L

T O TA L S E L L O U T$660,000,000

A V E R A G E P R I C E$1,150,000

RPC has ventured into developing an emerging residential and hospitality brand, PARAMOUNT. The principal PARAMOUNT developments include the completed PARAMOUNT Bay in Edgewater, Miami, the soon to be delivered PARAMOUNT Fort Lauderdale Beach and the new flagship PARAMOUNT Miami Worldcenter under construction in downtown Miami.

RPC is now expanding the brand into new horizons in markets beyond South Florida, with two new hospitality and vacation ownership developments in downtown Miami and in Orlando adjacent to the Disney attractions and is in the process of expanding the brand both domestically outside of Florida and internationally.

T H E

C O L L E C T I O N

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K L A S K O I M M I G R AT I O N L A W P A R T N E R S , L L P

Klasko Immigration Law Partners, LLP is nationally renowned for providing creative solutions to many of the most complex issues in immigration law to multinational corporations, small businesses, hospitals, universities, research institutions and individual clients. All four (4) founding partners have been selected by their peers as “Best Lawyers in America.” The firm’s Chairman, H. Ronald Klasko, was rated by the International Who’s Who of Business Lawyers in the 2007 and 2008 editions as the most respected corporate immigration lawyer in the world. This rating was based upon nominations from both clients and other immigration lawyers. The firm’s partners include a past president of the American Immigration Lawyers Association (“AILA”), the former Chairman of the board of trustees of the American Immigration Law Foundation, current members of AILA’s Board of Governors, and current chairs of AILA committees.

E B - 5 P R O J E C T T E A M M E M B E R S

I M M I G R AT I O N C O U N S E L

A R N S T E I N & L E H R L L P

Arnstein & Lehr LLP is one of the country’s oldest and most respected law firms. Since its founding in 1893, the firm has served clients large and small throughout the U.S. and in many foreign countries. More than a century later, Arnstein & Lehr has established itself as a sophisticated, full-service practice that addresses the diverse and complex needs of its clients with vision, expertise, and a commitment to quality and service. Since 2009, Arnstein & Lehr has actively been involved in serving as corporate/securities counsel for multifaceted industries involving EB-5 offerings. Arnstein & Lehr represents a vast number of Regional Centers and developers in EB-5 offerings which include more than 200 projects including the preparation of private placement memoranda and related documents. Our team actively lectures and publishes in the EB-5 corporate/securities fields, served on the Best Practices Committee of Invest In the USA (“IIUSA”) and currently serves on the Compliance Committee of IIUSA.

C O R P O R AT E A N D S E C U R I T I E S C O U N S E L

W R I G H T J O H N S O N , L L C

Wright Johnson, LLC is a business consulting and planning firm that specializes in USCIS’s EB-5 Regional Center Program with an econometrics division that has successfully prepared numerous economic studies to evaluate and summarize the job-creation and economic benefits attributed to regional center designation and individual EB-5 projects. The firm has authored numerous economic analyses to demonstrate the local employment and economic impacts of various projects to local, state, and federal agencies. Based on prior government projects and peer-review, including EB-5 job-creation studies, Wright Johnson’s methodologies and economic research are well-vetted and considered to be in accordance with the practices and standards of professional economists nationwide.

E C O N O M I S T A N D B U S I N E S S P L A N W R I T E R

PROFESSIONALS WITH EXTENSIVE

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PARAMOUNT Miami Worldcenter EB-5 project has been awarded the

, which means the project uses ful l suite of NES Financial services.

E B - 5 P R O J E C T T E A M M E M B E R S

S I G N A T U R E B A N K

Signature Bank is a full-service bank founded in New York in 2001 and offers business and personal banking products and services. As of December 31, 2015, Signature Bank has total assets of $33.45 billion and is one of the 50-biggest banks in the U.S.

N E S F I N A N C I A L

NES Financial---industry leader in EB5 account supervision and funds management, including: EB5 account supervision, EB5 funds supervision, EB5 immigration process supervision. NES Financial provides investors 100% safe, full transparency and regulated EB5 account management.

PARAMOUNT Miami Worldcenter EB-5 project has been awarded Platinum medallion, which means the project uses full suite of NES Financial services.

E S C R O W A G E N T

T H I R D - P A R T Y F I N A N C I A L A D M I N I S T R AT I O N S E R V I C E R

A E C O M

Established in 1990, AECOM is an American multinational engineering firm that provides design, consulting, construction, and management services to a wide range of clients. Fortune named AECOM as 2015 World‘s Most Admired Companies and it is on the 2016 Fortune 500 List.

C O N S T R U C T I O N C O M P L E T I O N G U A R A N T E E P R O V I D E R

R E G I O N A L C E N T E R

E B 5 - F M C R E G I O N A L C E N T E R , L L C

EB5-FMC Regional Center, LLC, is an organization designated by United States Citizenship and Immigration Services (USCIS) to sponsor capital investment projects by syndicating foreign national investors seeking residency status in the US. It also provides a simple and effective method for obtaining U.S. Legal Resident Status for foreign investors and their immediate families.

Total 5 eb-5 Project | 100% I-526 approval rate | Overall 164 conditional Green Cards issued

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Refunding Policy *���

- Paramount Miami Worldcenter -Dear Investor,

# � w 19: :&f A

As described in the Confidential Private Placement Memorandum (the "PPM"), the refunding policy with respect to subscriptions for limited liability interest in the Paramount MWC EB-5 Lender, LLC (the "LLC") is as follows: !tDll.#}i5lJiJTWii£W, rJ&fi�j&�iiJ*tltJr-4t ,G,]9!�]�$0� EB-5 JYi § ·i,)_9]1;]}§ rtJiE�ifJlm:l)o""f:

Note: rift

Item�§

Administration Fee

�§5.xfi� $500,000 Investment

507J��Ji��

1-526 Denial1-526 �ffi

$50,000

$500,000

The summary below is based on the description at page 31 "Escrow Accounts" of the PPM: �""f���r�.#J-�M31�"�W-�"-�

If an Investing Member receives an 1-526 Petition Denial (without appeal or after denial of any appeal , as provided herein) then, :tio:W:W::&t Aw 1-526 $tt:t&::te c * $ il' J:. ifF.eJttEff:1PJ $ ifFli:teJ§, i«t§JH.m5:E), mu:Section (ii) the Developers agree to guaranty the fu II refund of any Subscriber who receives an 1-526 Petition Denial and has not received a refund of his or her entire Capital Contribution within three (3) months of the Company receiving notice of such 1-526 Petition Denial. -�(ii) MrB��Ql-526$,l':t&::te, H _[t£0ii'JW:F!1f4:l<:iLl��l-526$iUetMl§J§Er-J= (3) 1-J'3 p;]*J!iE��$19::&i:�rtlff:���A. ff���-�fil�-J!iEW::&f�.

Section C. the company shall attempt to find a substituting Investing Member within 30 days of receiving notice from USCIS ... if a Substituting Investing Member has not been found, then the Manager shall refund the Subscriber's full administration fee within 60 days thereafter. -� c: 0ii'JW:F!Jf$tE4:l<:iLli.A�A 1-5261§%:{"l§W 30 7(p;J�jJ�t.lf�1��9J1;JA: ?tll� 30 �P-J*1:!UU�1��9J1;JA, Wr!Jf$tE��J§Et-Jw�p;JJ!iE��A�$JYl§5.xfift.

Sincerely,

Paramount MWC EB-5 Manager, LLC

BY:

Print Name: Daniel Kodsi

E B - 5 R E L AT E D L E T T E R S A N D D O C U M E N T S

U S C I S I - 9 2 4 E X E M P L A R R E C E I P T TA R G E T E D E M P L O Y M E N T A R E A C O N F I R M AT I O N

P R O J E C T ’ S C O N S T R U C T I O N P E R M I T

P R O J E C T I N F O R M AT I O N O N A E C O M O F F I C I A L W E B S I T E

I - 5 2 6 R E F U N D G U A R A N T E E

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DISCLAIMERALL INFORMATION ON THIS BROCHURE, AS WELL AS ANY ATTACHMENTS AND/OR REFERENCES HEREIN, SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY INTEREST IN ANY SECURITY OR ANY SECURITY DERIVATIVE PRODUCTS OF ANY KIND, OR ANY TYPE OF TRADING OR INVESTMENT ADVICE, RECOMMENDATION OR STRATEGY. NO OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY AN INTEREST IN ANY SECURITY OR OTHER SUCH PRODUCT MAY BE MADE TO A PROSPECTIVE SUBSCRIBER (I) UNTIL A COPY OF THE APPLICABLE SUBSCRIPTION MATERIALS HAVE BEEN PROVIDED TO AND REVIEWED BY SUCH PROSPECTIVE PURCHASER, WHICH MUST BE COMPLETED AND RETURNED IN ACCORDANCE WITH THE TERMS THEREOF, (II) UNLESS MADE IN ACCORDANCE WITH SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND REGULATION D PROMULGATED THEREUNDER, OR EXCLUSIVELY OUTSIDE THE UNITED STATES TO A PROSPECTIVE SUBSCRIBER WHO IS A NON-U.S. CITIZEN OR NON-U.S. PERMANENT RESIDENT IN ACCORDANCE WITH REGULATION S OF THE SECURITIES ACT; AND (III) IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. ANY REPRESENTATIONS TO THE CONTRARY ARE UNLAWFUL. WE MAKE NO GUARANTEE OR REPRESENTATION WITH RESPECT TO THE PERFORMANCE OF ANY INVESTMENT, THE SPECIFIC RATE OF RETURN ON ANY INVESTMENT NOR THE RETURN OF CAPITAL.