legal

This website does not constitute an offer to sell or a solicitation of an offer to buy an interest in our funds (the “funds”). Any offer to sell or solicitation of an offer to buy an interest in our funds may be made only by the delivery of the relevant fund’s confidential private placement memorandum (the “memorandum”) or other such placement documents, specifically addressed to the recipient thereof. If the terms of this document and the memorandum are conflicting, the memorandum’s terms shall control. You must be an “accredited investor” to receive a copy of the memorandum, but only investors that meet the fund’s investor suitability requirements will be allowed to invest.

In deciding to invest in any securities of our funds, prospective investors should rely only on the limited liability operating agreement of the fund and any related private placement memorandum and other documents such as the subscription agreement, for such securities and not on information provided on the website, which contain preliminary information that is subject to change and that is not intended to be complete or to constitute all the information necessary to adequately evaluate the consequences of investing in such securities. No representation or warranty (express or implied) is made with respect to the information contained herein on the website (including, without limitation, information obtained from third parties) and 54 Projects expressly disclaims any and all liability based on or relating to the information contained in, or errors or omissions from, the website; or based on or relating to the recipient’s use (or the use by any of its affiliates or representatives) of these information on the website; or any other written or oral communications transmitted to the recipient or any of its affiliates or representatives in the course of its evaluation of the 54 Projects or any of its business activities. 54 Projects undertake no duty or obligation to update or revise the information contained in these materials.

The recipient should conduct its own investigations and analyses of the 54 Projects (Manager) and the fund, and the information set forth in these materials. Nothing in these materials should be construed as a recommendation to invest in any securities that may be issued by our funds or as legal, accounting or tax or other advice. Before deciding to invest in our funds, a prospective investor should carefully review information respecting the manager and the funds and consult with its own legal, accounting, tax, and other advisors to independently assess the merits of such an investment.

The limited liability company membership interests in our funds are speculative securities and their purchase involves a high degree of risk. You should consider all risk factors set forth in the memorandum and/or similar documents in respect to the private placement of our funds before investing in any of our funds. Specifically, you should be aware that:

1. The relevant fund will rely on third parties not affiliated with the Manager to meet its investment objectives.
2. There may be significant potential conflicts of interest between the Fund and the business interest of the Manager and its advisors. The Manager will control the operations of the Fund. The manager or its members may from time to time learn of investment opportunities or make investments for their own account or on behalf of others that may also be suitable for the Fund. In such cases, there will be a conflict of interest in determining how to allocate the investment opportunity. In such an event, the Manager will allocate such an opportunity in a manner it reasonably believes to be fair and equitable. 
3.  You could lose a substantial portion, or even all, of your investment.
4. Tax-exempt investors should consult their tax, legal and financial advisers regarding the specific tax consideration of an investment in the fund. 
5. Withdrawals and transfers are restricted; no market exists or is expected to exist for the limited liability company membership interests.
6. The funds are not a mutual funds and are not subject to regulation under the investment company act of 1940, as amended.

This website is proprietary. It may not be reproduced, in whole or in part, without the prior written consent of 54 projects. The website may be updated or altered, with the latest version of the website prevailing over previous versions, and we are not obliged to give you any notice of the fact or content of any changes. Although we make every effort to ensure that all data submitted on the website is accurate and up to date at the point in time that the relevant version has been disseminated, the website is no alternative to consulting an independent third-party opinion.

This website does not constitute an agreement binding 54 Projects or any of its affiliates. We expressly disclaim all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this website; (ii) any error, omission, or inaccuracy in any such information; and (iii) any action resulting therefrom, including, but not limited to loss of revenue, loss of income or profits, and loss of data. Persons who may be interested in acquiring any interests in our funds should seek the advice of independent experts before committing to any action and must otherwise comply in all respects with applicable law.