Additional Disclosures

Private Placements

Sponsors of offerings hosted on the Platform typically conduct securities offerings pursuant to the exemption from registration under the federal securities laws found in Rule 506(c) of Regulation D as promulgated under the Securities Act of 1933 (the “Act”), and they further rely on the corresponding preemption of registration under the state securities laws to avoid registration thereunder. (“Private Placement”). Issuers of securities (“Issuers”) conducting Private Placements offer securities only to accredited investors (for persons residing in the U.S.) and for persons residing abroad in jurisdictions where securities registration exemptions are available. Securities sold through Private Placements are not publicly traded, are subject to holding period requirements, and are intended for investors who do not need a liquid investment. Private Placement investments are NOT bank deposits (and thus NOT insured by the FDIC or by any other federal governmental agency), are NOT guaranteed by 33D Jali, LLC (“Jali”) or its affiliates, and are subject to risk of loss of the entire invested amount.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission or regulatory authority has recommended or approved any investment or the accuracy or completeness of any of the information or materials provided by any Issuer conducting a Private Placement. Investors must be able to afford to lose their entire investment.

No Investment Advice

Neither Jali nor any of its affiliates is a registered broker-dealer, investment adviser or crowdfunding portal.  All general information provided on this website and/or the Platform by Jali and its affiliates is not directed at any investor or category of investors and is provided solely as general information about Jali and its affiliates, and to otherwise provide general investment education. No information contained herein should be regarded as investment advice by Jali or its affiliates, either on behalf of a particular security or regarding an overall investment strategy, or otherwise as a suggestion to engage in or refrain from any investment-related course of action as none of Jali or any of its affiliates is undertaking to provide investment advice with respect to any materials presented on this website and/or the Platform. Offers to sell, or the solicitations of offers to buy, any security can only be made through an Issuer’s official offering documents which contain important information about risks, fees and expenses.  Neither Jali nor any of its affiliates has verified the information contained in the offering documents for any particular offering, and such information has been prepared solely by the sponsor of such offering (except where the Issuer is an affiliate of Jali, and in which case any such information is provided solely by the relevant affiliated Issuer, subject to the affiliated Issuer’s disclosures). Investors should conduct their own due diligence and not rely on the financial assumptions or estimates displayed on this website, or in the offering documents. Advice from a securities professional is strongly advised, and we recommend that you consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any real estate investment. Past performance is no guarantee of future results. Therefore, you should not assume that the future performance of any specific investment or investment strategy will be profitable or equal to corresponding past performance levels whether of the applicable investment or the sponsor. Inherent in any investment is the potential for loss.

Forward Looking Statements

Information, statements, and documents presented or posted on this website and/or the Platform by sponsors of investment opportunities hosted hereon contain forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause an Issuer’s actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that an issuer expresses or implies in its offering documents or in the information incorporated by reference into an Issuer’s offering documents. The forward-looking statements included in an Issuer’s offering documents are based upon the sponsor’s current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which may be beyond an Issuer’s control. An Issuer’s actual results and performance could differ materially from those set forth in the forward-looking statements. There exist myriad factors which could have a material adverse effect on an Issuer’s operations and future prospects. Please carefully review each Issuer’s offering documents for a more detailed discussion of such factors and risks regarding forward-looking statements.

Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in any Issuer’s offering documents. All forward-looking statements are typically made as of the date of the Issuer’s offering documents and the risk that actual results will differ materially from the expectations expressed in these offering documents will increase with the passage of time. Issuers typically undertake no obligation to publicly update or revise any forward-looking statements after the date of the Issuer’s offering documents, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in an issuer’s offering documents, the inclusion of such forward-looking statements should not be regarded as a representation that the objectives and plans set forth in an Issuer’s offering documents will be achieved.

 

Financial Projections

Information presented or posted on this website and/or the Platform concerning any prospective or actual real estate investment that includes financial and other assumptions and projections, including pro forma projections (collectively “Projections”), is provided by the relevant sponsor or Issuer using the Platform. No such Projections are reflective of the position or opinions of, nor are they endorsed by, Jali or its affiliates (except where the Issuer is an affiliate of Jali, and in which case any such positions and opinions are solely those of the relevant affiliated Issuer, subject to the affiliated Issuer’s disclosures), or any other person or entity other than the issuer or its affiliates. Jali does not provide any assurance of returns or the accuracy or reasonableness of the Projections provided by issuers or their affiliates.

There can be no assurance that an Issuer’s methodology used for calculating any Projections, including any Target IRR, Target Annualized Cash-on-Cash Return, Target Equity Multiple, or similar targeted return metric (“Targets”), are appropriate or adequate or will accurately predict actual performance. An Issuer’s Projections and Targets are hypothetical, are not based on actual investment results, and are presented solely for the purpose of providing insight into that Issuer’s investment objectives, detailing its anticipated risk and reward characteristics and for establishing a benchmark for future evaluation of that issuer’s performance. An Issuer’s Projections and Targets are not a predictor, projection or guarantee of future performance. There can be no assurance that an Issuer’s Projections or Targets will be met or that an issuer will be successful in meeting any Projections and Targets. Projections and Targets should not be used as a primary basis for an investor’s decision to invest.

No Approval, Opinion or Representation, or Warranty by Jali or its Affiliates

The information presented or posted on this website and/or the Platform concerning any prospective or actual real estate investment, including an issuer’s offering documentation related to any offering of such real estate investment, which may include without limitation the Private Placement Memorandum, Operating or Limited Partnership Agreement, Subscription Agreement, any summary information regarding the investment, and all exhibits and other documents attached thereto or referenced therein (“Investment Documents”) (collectively with all information provided by an Issuer, the “Issuer Information”) is provided by the relevant Issuer (or its affiliates) licensing the Platform. Unless affirmatively and specifically stated to the contrary, Jali and its affiliates make no representations or warranties as to the accuracy of Issuer Information and accepts no liability therefor; no part of any Issuer Information is intended to be binding on Jali or its affiliates, or to supersede any of an Issuer’s Investment Documents; and the opinions expressed on this website and/or the Platform in connection with any prospective or actual real estate investment are solely the opinions of the relevant Issuer and its affiliates and none of any such opinions expressed on this website and/or the Platform are the opinions of, nor are they endorsed by, Jali or its affiliates.

Issuer’s Information Qualified by Investment Documents

Issuer Information presented or posted on this website and/or the Platform is qualified in its entirety by reference to the more complete information contained in the relevant Issuer’s Investment Documents. Any summary Issuer Information posted on this website and/or the Platform is not complete, and each prospective investor should carefully read all of the Investment Documents and any supplements thereto, copies of which are available by clicking the links available on the Platform or upon request, before deciding whether to make an investment. No information, including Issuer Information, presented or posted on this website and/or the Platform should be used as a primary basis for an investor’s decision to invest, which should always be based upon the complete Investment Documents. In the event of an inconsistency between any information, including Issuer Information, presented or posted on this website and/or the Platform on one hand, and the relevant Investment Documents on the other, investors should rely on the information contained in the Investment Documents. The information on this website and/or the Platform and the information in the Investment Documents are subject to last minute changes up to the closing date at the sole discretion of the relevant Issuer and its affiliates.

Risk of Investment

All real estate investments are speculative and involve substantial risk. There can be no assurances that all or any of an Issuer’s Projections or Targets will be true or that actual performance of any real estate investment will bear any relation to the Projections or other hypothetical illustrations provided by an Issuer, including any posted as Issuer Information, and there is no guarantee or representation made that investment objectives of any Issuer will be achieved. In the event that actual performance is below an Issuer’s Projections or Targets, investors’ investment could be materially and adversely affected, and there can be no assurance that any investor will not suffer significant losses. A loss of part or all of the principal value of a real estate investment may occur. All prospective investors should not invest unless such prospective investor can readily bear the consequences of such loss. Please see and carefully review an Issuer’s Investment Documents for additional information concerning any specific real estate investment, including an issuer’s discussion concerning risk factors.