EFTA01374620.pdf

RXR Qualified Opportunity Zone Fund Disclaimer & Cautionary Statements THIS PRESENTATION (THIS 'PRESENTATION") IS BEING FURNISHED TO YOU ON A CONFIDENTIAL BASIS TO PROVIDE INFORMATION FOR THE PURPOSE OF EVALUATING A POSSIBLE INVESTMENT IN THE FUND (AS HEREINAFTER DEFINED) AND MAY NOT BE USED FOR ANY OTHER PURPOSE. THIS PRESENTATION MAY NOT BE DISTRIBUTED TO ANY OTHER PERSON OR THE PUBLIC GENERALLY. THE STATEMENTS IN THIS PRESENTATION ARE NOT INTENDED TO BE COMPLETE OR FINAL AND ME QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE LIMITED LIABILITY COMPANY AGREEMENTS OF THE PARALLEL LLCs AND THE SUBSCRIPTION AGREEMENT RELATED THERETO (THE "OPERATIVE DOCUMENTS"). IN THE EVENT THAT THE DESCRIPTIONS OR TERMS DESCRIBED HEREIN ME INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS IN OR TERMS OF THE OPERATIVE DOCUMENTS, THE OPERATIVE DOCUMENTS SHALL CONTROL ANY REPRODUCTION OR DISSEMINATION OF THE INFORMATION CONTAINED IN THIS PRESENTATION, IN WHOLE OR IN PART, IS PROHIBITED. NOTWITHSTANDING THE FOREGOING, ANY RECIPIENT (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OR DESIGNEE OF SUCH RECIPIENT) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF (I) THE FUND AND (II) ANY TRANSACTIONS DESCRIBED HEREIN, AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO THE RECIPIENT RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE. BY ACCEPTING DELIVERY OF THESE MATERIALS, EACH RECIPIENT HEREOF AGREES TO THE FOREGOING. THE LIMITED LIABIUTY COMPANY INTERESTS ("LLC INTERESTS") DESCRIBED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE OR FEDERAL SECURITIES REGULATORY AUTHORITY OR BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC'), OR BY ANY REGULATOR OUTSIDE THE UNITED STATES, NOR HAS ANY AUTHORITY OR COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. THIS PRESENTATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOUCITATION OF AN OFFER TO BUY LLC INTERESTS IN ANY JURISDICTION WHERE THE MAKING OR SOLICITATION OF AN OFFER WOULD BE UNLAWFUL. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL THE LLC INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT", THE SECURITIES LAWS OF ANY U.S. STATE OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION OUTSIDE THE UNITED STATES, NOR IS SUCH REGISTRATION CONTEMPLATED. THE LW INTERESTS WILL BE OFFERED AND SOLD IN THE UNITED STATES UNDER THE EXEMPTION PROVIDED BY SECTION 4(4)(2) OF THE SECURITIES ACT, REGULATION D PROMULGATED THEREUNDER OR OTHER EXEMPTIONS OF SIMILAR IMPORT IN THE LAWS OF THE STATES AND JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THE LLC INTERESTS MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY APPLICABLE NON-U.S. SECURITIES LAWS. THE PARALLEL LLCs WILL NOT BE REGISTERED AS INVESTMENT COMPANIES UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT"). THE INFORMATION CONTAINED IN THIS PRESENTATION HAS BEEN COMPILED FROM SOURCES BELIEVED TO BE RELIABLE, ALTHOUGH CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED OR DERIVED FROM PUBUSHED SOURCES AND/OR PREPARED BY OTHER PARTIES. NEITHER MR REALTY LW NOR ITS AFFIUATES ASSUMES RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. STATEMENTS IN THIS PRESENTATION ARE MADE AS OF THE DATE OF THE INITIAL DISTRIBUTION OF THIS PRESENTATION UNLESS STATED OTHERWISE AND THE DELIVERY OF THIS PRESENTATION AT ANY TIME SUBSEQUENT TO THE INITIAL DISTRIBUTION WILL NOT UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO SUCH DATE OR THAT MR REALTY QC OR ITS AFFILIATES HAVE ANY DUTY TO UPDATE SUCH INFORMATION. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE PERFORMANCE. THESE MATERIALS CONTAIN STATEMENTS THAT ARE NOT PURELY HISTORICAL IN NATURE, BUT ME "FORWARD•LOOKING STATEMENTS". THESE INCLUDE, AMONG OTHER THINGS, PROJECTIONS, FORECASTS, TARGETS, PRO FORMA PORTFOLIO STRUCR/RES OR PORTFOLIO COMPOSITION, SPECIFIC INVESTMENT STRATEGIES AND PROPOSED OR PRO FORMA LEVELS OF DIVERSIFICATION OR SECTOR INVESTMENT. THESE FORWARD-LOOKING STATEMENTS ARE BASED UPON CERTAIN ASSUMPTIONS. ACTUAL EVENTS ME DIFFICULT TO PREDICT AND WILL BE BEYOND THE FUND'S CONTROL. ACTUAL EVENTS MAY DIFFER MATERIALLY FROM THOSE ASSUMED AND ACTUAL RESULTS COULD BE MATERIALLY WORSE. ALL FORWARD-LOOKING STATEMENTS INCLUDED ARE BASED ON INFORMATION AVAILABLE AS OF THE DATE OF THE INITIAL DISTRIBUTION OF THIS PRESENTATION AND NEITHER MR REALTY LW NOR ITS AFFIUATES ASSUMES ANY DUTY TO UPDATE ANY FORWARD•LOOKING STATEMENT. SOME IMPORTANT FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN ANY FORWARD-LOOKING STATEMENTS INCLUDE THE ACTUAL COMPOSITION OF THE FUND'S INVESTMENTS, THE PRICE AT WHICH THE FUND'S INVESTMENTS ARE ACTUALLY PURCHASED OR SOLD, CHANGES IN INTEREST RATES AND ANY WEAKENING OF THE SPECIFIC CREDITS UNDERLYING THE FUND'S INVESTMENTS, AMONG OTHERS. OTHER RISK FACTORS ME DESCRIBED IN SECTION X - INVESTMENT CONSIDERATIONS. THERE CAN BE NO ASSURANCE THAT ESTIMATED RETURNS OR PROJECTIONS CAN BE REALIZED, THAT FORWARD-LOOKING STATEMENTS WILL MATERIALIZE OR THAT ACTUAL RESULTS WILL NOT BE MATERIALLY LOWER THAN THOSE PRESENTED. INVESTMENT IN THE LLC INTERESTS WILL INVOLVE SIGNIFICANT RISKS DUE TO, AMONG OTHER THINGS, THE NATURE OF THE FUND'S INVESTMENTS. INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WIWNGNESS TO ACCEPT THE RISKS AND LACK OF LIQUIDITY THAT ARE CHARACTERISTIC OF THE INVESTMENT DESCRIBED HEREIN. THERE WILL BE NO PUBLIC MARKET FOR THE LLC INTERESTS, AND THEY WILL NOT BE TRANSFERABLE WITHOUT THE CONSENT OF THE MANAGING ME MBER. INVESTORS MAY LOSE ALL OR ASIGNIFICANT PORTION OF ANY INVESTMENT IN THE FUND. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS Of THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS PRESENTATION AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. FURTHER, NOTHING CONTAINED HEREIN IS OR SHALL BE RELIED UPON M A PROMISE, REPRESENTATION, OR WARRANTY AS TO ANY MATTER, INCLUDING, WITHOUT LIMITATION, THE FUTURE PERFORMANCE OF THE FUND. EACH INVESTOR SHOULD MAKE ITS OWN INQUIRIES AND CONSULT ITS ADVISORS AS TO THE FUND AND THIS OFFERING AND AS TO LEGAL TAX AND RELATED MATTERS CONCERNING THIS INVESTMENT. EACH PROSPECTIVE LIMITED LIABILITY COMPANY MEMBER IS URGED TO REVIEW THE OPERATIVE DOCUMENTS AND INVITED TO MEET WITH REPRESENTATIVES OF THE FUND TO DISCUSS WITH, ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE FUND CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING OF THE LLC INTERESTS, AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THE FUND POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE INFORMATION CONTAINED HEREIN. THE FUND AND RS AFFILIATES RESERVE THE RIGHT TO MODIFY ANY OF THE TERMS OF THE LLC INTERESTS DESCRIBED HEREIN. THIS PRESENTATION IS PROVIDED TO YOU FOR INFORMATIVE PURPOSES ONLY IN RESPONSE TO YOUR SPECIFIC REQUEST. THE INFORMATION CONTAINED HEREIN SUPERSEDES ANY PREVIOUS SUCH INFORMATION DEUVERED TO YOU AND MAY BE SUPERSEDED BY INFORMATION DELIVERED TO YOU AT A SUBSEQUENT TIME. PRESENTATION OF FINANCIAL RESULTS ALL FIGURES PRESENTED IN THIS PRESENTATION ARE IN U5. DOLLARS UNLESS NOTED OTHERWISE. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0069396 CONFIDENTIAL SDNY GM_00215580 EFTA01374620