We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company
reporting requirements. Investing in our units may be considered speculative and involves a high degree of risk, including the risk of a substantial or total loss of investment. Risks involved in an investment in us include (among others) the following:
(1) We were recently formed and have no operating history. We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objectives and that the value of our units could decline substantially.
(2) This is a "blind pool" offering because we have not identified any investments to acquire with the net proceeds of this offering. You will not be able to evaluate our investments prior to purchasing units. We may change our investment policies without unitholder consent, which could result in investments that are different from those described in this prospectus.
(3) We may not achieve investment results that will allow us to make distributions on a monthly basis or at a specified level.
(4) We may pay distributions from any source and there are no limits on the amount of proceeds or borrowings we may use to fund distributions. If we pay distributions from sources other than our cash flow from operations, we will have less funds available for the investments, and your overall return may be reduced.
(5) We are dependent upon our key management personnel and the key management personnel of our Advisor, and on the continued operations of our Advisor, for our future success.
(6) We intend to make non-U.S. investments which involve certain legal, geopolitical, investment, repatriation and transparency risks not typically associated with U.S. investments.
(7) There are substantial conflicts among the interests of our investors, our interests and the interests of our Advisor, dealer manager and their respective affiliates regarding compensation, investment opportunities and management resources.
(8) Since this is a "best-efforts" offering, there is neither any requirement, nor any assurance, that more than the minimum offering amount will be raised.
(9) The units sold in this offering will not be listed on an exchange for the foreseeable future, if ever. Therefore, if you purchase units in this offering, it will be difficult for you to sell your units and, if you are able to sell your units, you will likely sell them at a substantial discount.
(10) Even after we commence quarterly valuations of our assets, the price of our units may not be indicative of the price at which such units would trade if they were listed on an exchange or actively traded by brokers nor would the share price be indicative of the proceeds that a unitholder would receive if we were liquidated or dissolved.
(11) We will be subject to risks incident to making loans to small and medium sized enterprises in developing countries.
(12) You will experience substantial dillution in the net tangible book value of your units equal to the offering costs associated with your units.