The information contained in this workspace, including any attachments (collectively, "Workspace Data") is confidential. By clicking agree, you acknowledge and agree to strictly maintain the confidentiality of all Workspace Data, and agree that the Workspace Data is provided to you on a strictly confidential basis, for informational purposes only, on the terms set out below and in reliance on the representations made by you below. You agree that the terms contained herein shall be incorporated, to the extent applicable, into all Workspace Data. Please read the following notice carefully.
The Workspace Data contains confidential, proprietary, trade secret and other commercially sensitive information. The Workspace Data is being provided to you subject to the terms of this confidentiality agreement and to the other applicable provisions of the agreements to which you are or may become party or any offering or other materials to which you may have access herein. The Workspace Data may not be disclosed, reproduced, used or distributed, in whole or in part, to any person in any way who is not directly involved with your review or evaluation of any investment vehicle sponsored by Carmel Institutional Management, LLC or any of its affiliates (together, “Carmel”) without the express prior written consent of Carmel. Your access to the Workspace Data may be revoked at any time without any reason.
You hereby acknowledge and agree that you will and will cause your representatives and advisors (a) to keep the Workspace Data strictly confidential and not disclose, disseminate, reproduce or redistribute any Workspace Data in any format without the express written approval of Carmel, (b) upon request of Carmel, to promptly return to Carmel any Workspace Data that you have downloaded or accessed, including any notes based on the Workspace Data and (c) in the event you or any of your representatives or advisors become legally required to disclose any Workspace Data, to promptly notify Carmel in writing of such requirement prior to any such disclosure and to use reasonable best efforts to obtain a protective order or other appropriate remedy (or, at Carmel’s request, assist it in seeking a protective order or other appropriate remedy) to prevent the disclosure of the Workspace Data. In the event that a protective order or other remedy is not obtained pursuant to clause (c) above, you agree to use reasonable best efforts to obtain assurance that confidential treatment will be accorded to the Workspace Data disclosed.
The foregoing shall not limit the disclosure of the tax treatment or tax structure of a fund (or any transactions undertaken by any of the funds). As used in this paragraph, the term “tax treatment” refers to the purported or claimed U.S. federal income tax treatment and the term “tax structure” refers to any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment, provided that, for the avoidance of doubt, except to the extent otherwise established in published guidance by the U.S. Internal Revenue Service, tax treatment and tax structure shall not include (a) the name (or other identifying information) of any person or entity (other than the applicable fund); (b) any performance information relating to a fund or its future investments; (c) any performance or other information relating to, and any information regarding investments made by, members of Carmel; (d) any information that is reasonably required to be kept confidential in order to comply with applicable securities law; and (e) any other information or materials not related to the tax structure or tax treatment of the applicable fund. Nothing in this paragraph shall limit your ability to make any disclosure to your tax advisers or to the U.S. Internal Revenue Service or any other taxing authority.
You have been provided access to the Workspace Data for informational purposes only and the provision of such access does not constitute an offer to sell or a solicitation of an offer to buy interests in any fund sponsored by Carmel, including Carmel Partners U.S. Multifamily Property Fund, L.P. Any such offer or solicitation, if made, may be made only pursuant to the confidential private placement memorandum of the applicable fund (as amended and/or supplemented from time to time, and including, without limitation, any legends contained therein, the “Memorandum”) and such fund’s constituent documents, which will prevail in case of conflict. The Workspace Data is qualified in its entirety by reference to the Memorandum, which will contain information about the investment objectives, terms and conditions of an investment in the applicable fund, as well as certain tax information, risk disclosures and information about conflicts of interest, and should be read carefully before subscribing for interests in such fund.
No person has been authorized to make any statement concerning any fund sponsored by Carmel other than as set forth in the Memorandum, and any statements made that are not contained therein may not be relied upon.
Offers and sales of interests in any fund sponsored by Carmel will not be registered under the laws of any jurisdiction and will be made solely to persons that are both “qualified purchasers” and “accredited investors” as defined in Regulation D under the U.S. Securities Act of 1933, as amended.
None of the Workspace Data has been filed with the U.S. Securities and Exchange Commission, any securities administrator under any state securities laws or any other governmental or self-regulatory authority, subject to any disclosure to the contrary in the Memorandum. No governmental authority has passed on the merits of any Carmel fund offering or the adequacy of the Workspace Data. Any representation to the contrary is unlawful.
The Workspace Data is intended only for persons resident in jurisdictions where access would not be contrary to applicable laws or regulations. Interests in Carmel sponsored funds may not be eligible for sale in some states or countries. You should inform yourself as to the legal requirements and tax consequences of an investment in a Carmel sponsored fund within the countries of your citizenship, residence, domicile and place of business.
No person should construe the Workspace Data as legal, tax, accounting, investment or other advice. Any decision to invest in a fund sponsored by Carmel should be made after reviewing such fund’s Memorandum and constituent documents, making your own inquiries, investigations and evaluations and consulting your own advisors as to the legal, tax, financial and investment implications of an investment in such fund in order to make an independent determination of the suitability and consequences of an investment in such fund. Carmel does not make any representation or warranty, express or implied, as to the accuracy or completeness of the Workspace Data. You should carefully review the detailed discussion in the risk factors and potential conflicts of interest section of the applicable fund’s Memorandum.
Unless otherwise indicated, the Workspace Data is dated as of date indicated therein and will not be updated or otherwise revised to reflect information that may subsequently become available or changes occurring after such date. The posting of Workspace Data does not imply that the information contained therein is correct as of any time subsequent to the date indicated thereon. In addition, certain information contained in the Workspace Data (which may include economic and market information) has been obtained from sources prepared by third parties and other publicly available sources, which in certain cases have not been updated. While such information is believed to be reliable, Carmel does not assume any responsibility for the accuracy or completeness of such information and such information has not been independently verified by Carmel.
Certain information contained in the Workspace Data may constitute “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “estimate,” “intend,” “continue,” or “believe,” the negatives thereof, other variations thereon or comparable terminology. Actual events or the actual performance of any fund may differ materially from those contemplated in such forward-looking statements. You should pay close attention to the assumptions underlying the analyses and forecasts (if any) contained in the Workspace Data. Although such assumptions are believed to be reasonable in light of the information presently available, they have been prepared based on analyses made by Carmel, which, by necessity contain hundreds of assumptions and forecasts of unknowable future events, including interest rates, capitalization rates, occupancy rates, market conditions and the ability to source and make acquisitions that meet the investment objectives of a fund. Such assumptions (and the analyses, targets and/or forecasts) may require modification as additional information becomes available and as economic and market developments warrant; Carmel is under no obligation to make such modifications. Nothing contained in the Workspace Data may be relied upon as a guarantee, promise, assurance or a representation as to the future.
Information regarding investment returns in the Workspace Data may not reflect deductions of expenses, management fees and carried interest, which may be substantial. Financial information in the Workspace Data, including valuations and internal rates of return figures, have been produced using varying procedures, assumptions and methodologies. Gross returns do not reflect management/advisory fees, carried interest, taxes, transaction costs and other expenses that are borne by investors, which will reduce returns and, in the aggregate, are expected to be substantial. You should bear in mind that past or projected performance is not necessarily indicative of future results, and there can be no assurance that comparable results will be achieved, that target returns will be met or that any fund will be able to implement its investment strategies or achieve its investment objectives. While valuations of unrealized investments are based on assumptions considered reasonable under the circumstances, actual realized returns on unrealized investments will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions on which the valuations used in the prior performance data contained herein are based. Accordingly, the realized return on these unrealized investments may differ materially from the returns indicated herein.
References to investments in the Workspace Data are presented to illustrate the application of Carmel’s investment process only and should not be considered a recommendation, statement of opinion or endorsement.
An investment in any fund will involve significant risks. Certain significant risks are described in the applicable fund’s Memorandum. You are strongly encouraged to read the Memorandum of such fund and pay particular attention to the description of certain risk factors and potential conflicts of interest that are contained therein prior to subscribing for an interest in the fund. There can be no assurance of investment return and you should have the financial ability and willingness to accept the risk of loss of your entire investment therein.
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