Programs are not appropriate investments for all individuals. Investors must meet the suitability standards set forth in the prospectus. Some states impose suitability standards that are higher than the offering’s general suitability standards.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. AN OFFERING IS MADE ONLY BY THE PROSPECTUS. ALL OTHER SALES AND MARKETING MATERIALS MUST BE READ IN CONJUNCTION WITH THE PROSPECTUS IN ORDER TO FULLY COMPREHEND ALL OF THE RISKS ASSOCIATED WITH THE OFFERING OF SECURITIES. A COPY OF THE CURRENT PROSPECTUS WILL BE MADE AVAILABLE TO YOU IN CONNECTION WITH THE SECURITIES HEREIN.
Please refer to each program’s respective Prospectus for more complete information about investing in programs referenced herein, including risks, charges, and expenses and investor suitability standards for your state. The Prospectus should be read carefully before you make any investment decisions. Investments in direct participation programs involve a high degree of risk. The programs referenced herein include blind pools and there is no assurance that the investment objectives of either program will be attained. The merits of these programs have not been endorsed by any securities regulatory agency and any representation to the contrary is unlawful.

Past performance is no guarantee of future results.

  • A substantial portion, and possibly all, of the cash distributions you receive from us will be a return of capital and not a return on capital. The sources of Distributable Cash are: (i) cash from operations; and (ii) offering proceeds. Unlimited amounts from either source may be used for distributions to investors. As a result, the amounts paid as cash distributions will reduce the amount of funds available for investment. When we use the phrase “return of capital” we mean a return of your initial investment without any growth. When we use the term “return on capital” we mean a return of growth on your initial investment in addition to the return of your initial investment.
  • This is a “blind-pool” offering because we have not specifically identified our investments and likely will not have done so at the time you invest. As a result, you cannot evaluate the risks of, or potential returns from, any of our investments at the time you invest.
  • Our lack of operating history and our General Partner’s and our Investment Manager’s limited operating history decreases your ability to evaluate your investment.
  • We will not apply for an advance ruling from the Internal Revenue Service as to any federal tax consequences of an investment in us, and if the Internal Revenue Service classifies us as a corporation you will lose tax benefits.
  • Since there is no public market for our units, an investment in our units is considered illiquid. You should be prepared to hold your units for the life of the fund, which is anticipated to be approximately six to eight years, but may be longer.
  • You will have very limited voting rights and you must rely on our General Partner, our Investment Manager and their affiliates to manage us.
  • If we borrow funds to make investments, we may need to divert our cash flow from operations and distributions to service our indebtedness./li>
  • A prolonged economic recession or changes in general economic conditions, or both, including fluctuations in demand for equipment and other portfolio assets, lease rates, and interest rates may result in delays in investment and reinvestment, delays in leasing, re- leasing and disposition of equipment, and reduced returns on capital.
  • Our performance will be subject to the risk of lease and other investment defaults. Uncertainties associated with the equipment leasing and financing industry may have an adverse effect on our business and may adversely affect our ability to provide you any economic return from our units or a complete return of your capital.
  • Our success will depend in part on our ability to realize residual value from a portion of our assets and equipment once the leases on those assets and equipment terminate.
  • Our General Partner, our Investment Manager and their affiliates will receive significant compensation from us, which will reduce distributions to you.
  • There are potential conflicts of interest between us and our General Partner, our Investment Manager and their affiliates.
  • You may incur tax liabilities in excess of cash distributions you receive from us in a particular year.
  • There are material federal income tax risks associated with this offering.