Kipling Capital Inc.


Kipling Capital has been engaged by our investment managers to assist in the sale of interests in investments. Kipling Capital is not a client of the investment managers nor an investor in the investments managed by the investment manager. The principals of Kipling Capital (both directly and through an affiliated company, Kipling Investors, LLC) are investors in investments offered by our investment managers. Prospective investors should be aware that Kipling Capital is entitled to certain cash compensation as set forth in the offering materials in exchange for placing interests in the investments, which by nature creates certain conflicts of interest between Kipling Capital and prospective investors.

To demonstrate our commitment to our clients, our belief in the quality and integrity of our investment managers and their investments, and to enhance our ability to perform on-going due diligence and oversight on our investments, Kipling Capital strives to best align our interest with the interests of our clients and our investment managers. Specifically, our investments are structured so that both Kipling Capital and our investment managers have a meaningful portion of their compensation contingent on the success of the investment. Additionally, our investment managers and the principals of Kipling Capital make a meaningful co-investment in each investment we offer. Kipling Capital’s commitments to these investments are made on the same terms and conditions as our clients. This alignment or “commonality of interests” is an important component of our business model but is in no way a guaranty of the future performance of the investments. Each investor should review and evaluate the risks, merits and suitability of each investment carefully before investing.

In evaluating our investments, investors should be aware that Kipling Capital’s investments are generally illiquid, can be speculative and are subject to a significant degree of risk including the risk of losing some or all of the invested amount. There is no assurance that the stated investment objectives will be achieved or that any investment will be profitable. As such, an investor should be able to withstand a complete loss of their investment. Also, nothing contained in our investor communications or in the offering materials for an investment is or should be relied upon as a promise, representation or guarantee as to the future performance of any investment. Additionally, there can be meaningful tax implications to our investments on both on a federal and state level. The tax laws are complex and subject to change and individual tax situations vary. Please consult with your own legal, accounting, tax, and other advisors in order to independently assess the merits and the tax implications of an investment prior to investing.

Always keep in mind that past performance is not indicative of the future results. Although our investment managers have organized other investment vehicles, the track record of the investment managers cannot be relied upon to predict future performance due to a variety of factors, including varying business strategies, changes in personnel, different local and national economic circumstances, different supply and demand characteristics, varying degrees of competition and varying circumstances pertaining to the real estate and other markets. The investment manager’s performance and the performance of their investments are dependent on future events and are therefore, inherently uncertain. Thus, the historical returns achieved by the investment manager’s prior investments may not be indicative of the performance of future investments.

Kipling Capital’s investment managers may include target returns and case studies in their offering materials. Target returns presented by Kipling’s investment managers are not projections of future performance but indications of the intended investment strategy to be pursued and the risk level to be assumed. They are presented to assist investors in their review of the investment by providing a better understanding the manager’s business model and the risk/return profile of the investment. There can be no assurance that any investment will meet the investment manager’s targeted internal rate of return. Case studies presented by our investment managers are for illustrative purposes only and may not be representative of the manager’s track record as a whole. When presented with case studies, please review the complete track record of that investment manager as well and remember that past performance is not an indicator of future results and that there is no guaranty that similar investments will be available in the future. Please read the offering memorandum (including the principal terms, risk, and tax sections contained therein) carefully prior to entering into any investment.