What changed in this filing

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Item 1A. Risk Factors

2025-03-31 compared with 2024-03-29 · 204 added, 163 removed, 1285 unchanged (22% of the section changed)

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our Sponsor may not predict our future results.

We have a limited operating history, and we may not be able to achieve our investment objectives.

the year ended December 31, 2023, we had 17 qualified opportunity zone investments in three states and are primarily reliant on the proceeds

derived from our public offerings and any financing that might be provided by our Sponsor or its affiliates to fund our operations.

cannot assure you that the past experiences of our Sponsor or its affiliates will be sufficient to allow us to successfully achieve our

investment objectives.

have a limited operating history, and we may not be able to achieve our investment objectives.

As of the year ended December 31, 2024,

we had 17 qualified opportunity zone investments in three states and are primarily reliant on the proceeds derived from our public offerings

and any financing that might be provided by our Sponsor or its affiliates to fund our operations.

We cannot assure you that the past

experiences of our Sponsor or its affiliates will be sufficient to allow us to successfully achieve our investment objectives.

addition, there can be no assurance that we will be able to successfully identify, make and realize any additional investments or generate

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We will continue to seek to

invest substantially all of the net offering proceeds from our Primary Offering, and any other offerings that we may conduct, after the

invest substantially all of the net offering proceeds from our Public Offerings, and any other offerings that we may conduct, after the

payment of fees and expenses, in the acquisition of or investment in real estate and real estate-related assets, including commercial

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be sustained.

Class A units are listed on the NYSE American under the symbol “OZ,” however, an active, liquid and orderly market for our

Class A units may not be sustained.

Further, because we are a qualified opportunity fund eligible investors may defer recognition of

capital gains (short-term or long-term) resulting from the sale or exchange of capital assets (or business assets the gain on sale of

which is treated as a capital gain) by reinvesting those gains into our Class A units within a period of 180 days generally beginning

on the date of the sale or exchange (the “Deferred Capital Gains”).

Deferred Capital Gains are recognized on the earlier

of December 31, 2026, or the date on which an inclusion event occurs, such as the date on which an investor sells their Class A units.

Eligible investors may also elect to increase the tax basis of Class A units held by them to their fair market value on the date of sale

or exchange if they hold our Class A units for a period of ten years or more, up to December 31, 2047.

This benefit is not available

with respect to sales or exchanges after December 31, 2047.

Consequently, fewer Class A units may be actively traded in the public markets

which would reduce the liquidity of the market for our Class A units.

If an active market for our Class A units is not sustained, you

may be unable to sell your Class A units at the time you desire to sell them, at a price at or above the price you paid for them, or

without experiencing volatility in the price of our Class A units.

An inactive market may also impair our ability to raise capital by

selling Class A units and may impair our ability to make opportunistic acquisitions of other qualified opportunity funds and qualified

opportunity zone businesses using our Class A units as consideration.

we are unable to raise sufficient proceeds in our ongoing Primary Offering, and any other offerings that we may conduct, we may not be

Class A units are listed on the NYSE American under the symbol “OZ,” however, an active, liquid and orderly market for

our Class A units may not be sustained.

Further, because we are a qualified opportunity fund eligible investors may defer

recognition of capital gains (short-term or long-term) resulting from the sale or exchange of capital assets (or business assets the

gain on sale of which is treated as a capital gain) with an unrelated person by reinvesting those gains into our Class A units

within a period of 180 days generally beginning on the date of the sale or exchange (the “Deferred Capital Gains”).

Deferred Capital Gains are recognized on the earlier of December 31, 2026, or the date on which an inclusion event occurs, such as

the date on which an investor sells their Class A units.

Eligible investors may also elect to increase the tax basis of Class A

units held by them to their fair market value on the date of sale or exchange if they hold our Class A units for a period of ten

years or more, up to December 31, 2047.

This benefit is not available with respect to sales or exchanges after December 31, 2047.

Consequently, fewer Class A units may be actively traded in the public markets which would reduce the liquidity of the market for

our Class A units.

If an active market for our Class A units is not sustained, you may be unable to sell your Class A units at the

time you desire to sell them, at a price at or above the price you paid for them, or without experiencing volatility in the price of

our Class A units.

An inactive market may also impair our ability to raise capital by selling Class A units and may impair our

ability to make opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our

Class A units as consideration.

we are unable to raise sufficient proceeds in our ongoing Public Offerings, and any other offerings that we may conduct, we may not be

able to fund all of our existing projects or find additional suitable investments, and, as a result, we may not be able to achieve our

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If we fail to raise sufficient

proceeds from the sale of Class A units in our Primary Offering, and any other offerings that we may conduct, we may be unable to fund

proceeds from the sale of Class A units in our Public Offerings, and any other offerings that we may conduct, we may be unable to fund

all of our existing projects or to make additional suitable investments.

At the same time, the more money we raise in our Primary Offering,

At the same time, the more money we raise in our Public Offerings,

and any other offerings that we may conduct, the greater our challenge will be to invest all of the net offering proceeds in investments

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our investment objectives.

ability to deploy the capital we raise in our Primary Offering may be constrained.

ability to deploy the capital we raise in our Public Offerings may be constrained.

may have difficulty identifying and purchasing suitable properties on attractive terms.

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opportunity zone funds, a lack of suitable qualified opportunity zone investment opportunities or other market-related constraints, may

also make it more difficult for our Manager to deploy the capital we raise in our Primary Offering.

also make it more difficult for our Manager to deploy the capital we raise in our Public Offerings.

Therefore, there could be a delay

between the time we receive net proceeds from the sale of our Class A units in our Primary Offering and the time we invest the net proceeds.

between the time we receive net proceeds from the sale of our Class A units in our Public Offerings and the time we invest the net proceeds.

This could cause a substantial delay in the time it takes for your investment to realize its full potential return and could adversely

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If we fail to timely invest the net proceeds of

our Primary Offering, our results of operations and financial condition may be adversely affected.

our Public Offerings, our results of operations and financial condition may be adversely affected.

NAV per Class A unit may change materially from our current NAV.

plan to calculate the net asset value (“NAV”) of our Class A units on a quarterly basis.

The per Class A unit purchase price

will be adjusted within approximately 60 days of the last day of each quarter (the “Determination Date”).

We will calculate

our NAV as of the Determination Date (rounded to the nearest dollar) and any adjustment to our NAV will take effect as of the first business

day following its public announcement.

Our adjusted NAV per Class A unit will be equal to our adjusted NAV as of the Determination Date

(rounded to the nearest dollar) divided by the number of Class A units outstanding on the Determination Date.

Each quarter, we calculate our net asset value (“NAV”) and NAV per Class

A unit as of the last day of the quarter (the “Determination Date”).

Our NAV per Class A unit is equal to our NAV as of the

Determination Date, divided by the number of Class A units outstanding on the Determination Date.

our determination of NAV and NAV per Class A unit within approximately 60 days of the Determination Date.

Any adjustments to our NAV and

the per Class A unit purchase price take effect as of the first business day following its public announcement.

and appraisals of our real estate and real estate assets are estimates of fair value and may not necessarily correspond to realizable

value, in addition it may be difficult to reflect, fully and accurately, material events that impact our NAV.

NAV will be calculated using a process that may reflect some or all of the following components:

NAV is calculated using a process that may reflect some or all of the following components:

(i) estimated values of each of our

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may engage a third party to prepare or assist with preparing the NAV of our Class A units.

In addition, where we determine that an independent

appraisal is necessary, including, without limitation, where our Manager is unsure of its ability to accurately determine the estimated

values of our assets and investments, or where third party market values for comparable assets and investments are either nonexistent

or extremely inconsistent, we may engage an appraiser that has expertise in appraising the types of assets and investments that we hold

to act as our independent valuation expert.

The independent valuation expert will not be responsible for, prepare or assist with preparing

our NAV per Class A unit.

In addition, where we determine that an

independent appraisal is necessary, including, without limitation, where our Manager is unsure of its ability to accurately

determine the estimated values of our assets and investments, or where third party market values for comparable assets and

investments are either nonexistent or extremely inconsistent, we will engage an appraiser that has expertise in appraising the types

of assets and investments that we hold to act as our independent valuation expert.

The independent valuation expert is not be

responsible for, and will not prepare or assist with preparing our NAV per Class A unit.

with any asset valuation protocol, the conclusions reached by our Manager or any third-party firm that we engage to prepare or assist

with preparing the NAV of our Class A units will involve significant judgments, assumptions, and opinions in the application of both

with preparing the NAV of our Class A units involves significant judgments, assumptions, and opinions in the application of both

observable and unobservable attributes that may or may not prove to be correct.

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result in different estimates of the value of our assets and investments and, consequently, our NAV.

Moreover, although we will calculate

Moreover, although we calculate

and provide our NAV on a quarterly basis, our NAV may fluctuate daily, accordingly the NAV in effect for any given fiscal quarter may

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calculations are not set by governmental or independent securities, financial or accounting rules or standards.

is important to note that the determination of our NAV will not be based on, nor is it intended to comply with, fair value standards

is important to note that the determination of our NAV is not based on, nor is it intended to comply with, fair value standards

GAAP, and our NAV may not be indicative of the price that we would receive for our assets at current market conditions.

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Manager and our Sponsor only have limited assets and our recourse against our Manager or our Sponsor if our Manager does not fulfill

its obligations under the Management Agreement will be limited to our termination of the Management Agreement.

its obligations under the Management Agreement, is limited to termination of the Management Agreement.

our Sponsor fails to retain its key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

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to us as if it had been negotiated with an unaffiliated third party.

We will pay our Manager a management fee regardless of the performance

of our investments.

Our Manager’s entitlement to a management fee, which is not based upon performance metrics or goals, might

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use other sources to fund distributions, including, without limitation, the sale of assets, borrowings in anticipation of future operating

cash flow, net proceeds of our Primary Offering, and any other offerings that we may conduct, cash advances by our Manager, cash resulting

cash flow, net proceeds of our Public Offerings, and any other offerings that we may conduct, cash advances by our Manager, cash resulting

from a waiver of fees or reimbursements due to our Manager or the issuance of additional securities.

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your percentage ownership interest in us would be diluted.

investment guidelines delegate broad discretion to our Manager and our Board will not approve each investment and financing decision

investment guidelines delegate broad discretion to our Manager and our Board does not approve each investment and financing decision

made by our Manager.

investment guidelines delegate to our Manager discretion and authority to execute acquisitions and dispositions of investments (including

the reinvestment of capital basis and gains) in commercial real estate properties, real estate-related assets, including commercial real

estate loans and mortgages, and debt and equity securities issued by other real estate-related companies, as well as private equity acquisitions

and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses, provided

such investments are consistent with our investment objectives and strategy and our investment guidelines.

Our Manager’s investment

committee will periodically review our portfolio of assets and investments, our investment objectives and strategy and our investment

guidelines to determine whether they remain in the best interests of our members and may recommend changes to our Board as it deems appropriate.

Our Board will not, and will not be required to, review all of our proposed investments.

Our Manager may use complex strategies or enter

into costly transactions that are difficult or impossible to unwind by the time they are reviewed by our Board, which could result in

investment returns that are below expectations or that result in losses, and which would materially and adversely affect our business

operations and results.

investment guidelines delegate to our Manager discretion and authority to execute acquisitions and dispositions of investments

(including the reinvestment of capital basis and gains) in commercial real estate properties, real estate-related assets, including

commercial real estate loans and mortgages, and debt and equity securities issued by other real estate-related companies, as well as

private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified

opportunity zone businesses, provided such investments are consistent with our investment objectives and strategy and our investment

Our Manager’s investment committee will periodically review our portfolio of assets and investments, our

investment objectives and strategy and our investment guidelines to determine whether they remain in the best interests of our

members and may recommend changes to our Board as it deems appropriate.

Our Board does not, and is not be required to, review all of

our proposed investments.

Our Manager may use complex strategies or enter into costly transactions that are difficult or impossible

to unwind by the time they are reviewed by our Board, which could result in investment returns that are below expectations or that

result in losses, and which would materially and adversely affect our business operations and results.

may change our investment strategy and guidelines without member consent.

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Manager will hold our Class M unit for so long as it remains our manager.

Accordingly, our Manager will be able to determine the outcome

of all matters on which a holder of our Class M unit has a vote.

Accordingly, our Manager is able to determine the outcome

of all matters on which our Class M unit has a vote.

Such matters include certain mergers and acquisitions, certain amendments

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investment returns may be reduced if we are required to register as an investment company under the Investment Company Act.

will engage primarily in the business of investing in real estate and to conduct our operations such that neither we nor any of our subsidiaries

are required to register as an “investment company” under the Investment Company Act.

our exclusion from registration under the Investment Company Act will limit our ability to make certain investments.

In addition, although

we intend to continuously monitor our holdings, there can be no assurance that we, our Operating Companies or any of the subsidiaries

of our Operating Companies will be able to maintain our exclusion from registration.

A change in the value of any of our assets could

negatively affect our ability to maintain our exclusion from registration and we may be unable to sell assets we would otherwise want

to sell and may need to sell assets we would otherwise want to retain.

In addition, we may have to acquire additional assets that we

might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and would

be important to our investment strategy.

are engaged primarily in the business of investing in real estate and to conduct our operations such that neither we nor any of our

subsidiaries are required to register as an “investment company” under the Investment Company Act.

our exclusion from registration under the Investment Company Act limits our ability to make certain investments.

although we intend to continuously monitor our holdings, there can be no assurance that we, our Operating Companies or any of the

subsidiaries of our Operating Companies will be able to maintain our exclusion from registration.

A change in the value of any of

our assets could negatively affect our ability to maintain our exclusion from registration and we may be unable to sell assets we

would otherwise want to sell and may need to sell assets we would otherwise want to retain.

In addition, we may have to acquire

additional assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would

otherwise want to acquire and would be important to our investment strategy.

we are required to register as an investment company under the Investment Company Act, we would become subject to substantial regulation

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success is dependent on general market and economic conditions as well as numerous other factors outside of our control.

activities and investments may be adversely affected by changes in market, economic, political or regulatory conditions, such as fluctuations

in real estate market prices, rising interest rates, availability of credit, credit defaults, rising inflation rates, supply chain disruptions,

labor shortages, economic uncertainty, instability in the banking system, changes in laws (including laws relating to taxation of us

or of our investments), and national and international political, environmental and socioeconomic circumstances (including disease outbreaks,

wars, cyberattacks, terrorist acts or security operations), such as the escalating conflict between Russia and Ukraine and the severe

economic sanctions and export controls imposed by the U.S.

and other governments against Russia and Russian interests, as well as by

numerous other factors outside of our control.

In addition, our financial condition may be adversely affected by an economic downturn,

related to market, economic or political instability, or otherwise.

A recession, slowdown or sustained downturn in the U.S.

economy (or any particular segment thereof), inflationary pressures or the weakening of credit markets could adversely affect the value

of our investments and our profitability, impede our ability to perform under or refinance our existing obligations, and impair our ability

to effectively deploy our capital or effectively exit or realize upon investments on favorable terms.

It is not possible for us to predict

whether or to what extent these factors may negatively impact economies around the world, including the U.S., and if any of the foregoing

market, economic or political issues are not managed appropriately, they could impair our profitability or result in substantial or total

losses to us in respect of certain investments, which losses may be exacerbated by our use of leverage.

disruptions in the U.S.

and global banking systems may adversely affect our ability to obtain construction financing, which may negatively

impact our ability to complete projects on budget and on schedule and, as a result, adversely affect our financial condition and results

of operations.

recent failures of Silicon Valley Bank (“SVB”) and Signature Bank (“SNY”), actions by the U.S.

Department of

the Treasury, the Federal Reserve and the FDIC in taking over SVB and SNY and protecting uninsured depositors, the Biden administration’s

call for greater regulation over the U.S.

banking system and market participants’ increasingly negative outlook on the operating

environment for U.S.

and global banks, may make it more difficult for us to obtain, or cause delays in our obtaining construction financing

The full effects of SVB and SNY failures, and the subsequent failure of Credit Suisse, remain to be seen and may not be realized

for some time.

There can be no assurance that these events will not negatively impact our ability to obtain construction financing, complete

our development or redevelopment activities on budget and on schedule or adversely affect our financial condition and results of operations.

activities and investments may be adversely affected by changes in market, economic, political or regulatory conditions, such as

fluctuations in real estate market prices, rising interest rates, availability of credit, credit defaults, rising inflation rates,

supply chain disruptions, labor shortages, economic uncertainty, instability in the banking system, changes in laws (including laws

relating to taxation of us or of our investments), and national and international political, environmental and socioeconomic

circumstances (including disease outbreaks, wars, cyberattacks, terrorist acts or security operations), such as the conflict between

Russia and Ukraine, the Israel-Hamas war or changes in U.S.

policy that may lead to significant increases in tariffs for imported

goods, which may strain international trade relations and increase the risk of retaliatory tariffs imposed by foreign governments on

goods imported from the U.S., as well as by numerous other factors outside of our control.

In addition, our financial condition may

be adversely affected by an economic downturn, related to market, economic or political instability, or otherwise.

slowdown or sustained downturn in the U.S.

or global economy (or any particular segment thereof), inflationary pressures or the

weakening of credit markets could adversely affect the value of our investments and our profitability, impede our ability to perform

under or refinance our existing obligations, and impair our ability to effectively deploy our capital or effectively exit or realize

upon investments on favorable terms.

It is not possible for us to predict whether or to what extent these factors may negatively

impact economies around the world, including the U.S., and if any of the foregoing market, economic or political issues are not

managed appropriately, they could impair our profitability or result in substantial or total losses to us in respect of certain

investments, which losses may be exacerbated by our use of leverage.

Recent uncertainty surrounding legislation, regulation and governmental

policy at the U.S.

federal level could lead to disruptions in or have the effect of negatively impacting our business, financial condition,

results of operations and cash flows.

There is significant uncertainty surrounding legislation, regulation and government policy at the U.S.

federal level,

as well as uncertainty at certain state and local government levels.

Recent events have lead to a climate of heightened ambiguity and

introduced new and difficult-to-quantify macroeconomic and political risks with potentially far-reaching implications.

The current U.S.

federal government’s ongoing changes to U.S.

policy may impact the U.S.

and global economies, international trade and relations,

unemployment rates, energy prices, tariffs, immigration, taxes, inflation and the general U.S.

regulatory environment, among other things.

Although we cannot predict the impact, if any, of these changes on our business activities and investments, they could negatively affect

our business, financial condition, results of operations and cash flows.

Our cash, cash equivalents and other investments may be

adversely effected if the financial institutions in which we hold our cash, cash equivalents and other investments were to fail.

We regularly maintain cash balances in third-party financial institutions in excess of the Federal Deposit Insurance

Corporation (FDIC) insurance limit.

If our financial institutions were to enter into receivership or become insolvent in the future as

a result of economic or financial conditions affecting the banking system and financial markets, our ability to access our existing cash,

cash equivalents and other investments may be threatened, which could have a material adverse effect on our business, financial condition

and results of operations.

market in which we participate is competitive and, if we do not compete effectively, our operating results could be harmed.

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may experience a lower than anticipated return on your investment.

We are subject to fraud risk, which could adversely affect

our business, financial condition and results of operations.

Bad actors are using increasingly sophisticated

schemes to engage in illegal activities such as mortgage and loan fraud, and we may be required to devote significant financial resources

to discovering and discouraging fraudulent activities.

Furthermore, fraudulent activities could result in increased costs and expenses,

including litigation expenses, diversion of management time, and other disruptions to our operations, which could adversely affect our

business, financial condition and results of operations.

On December 5, 2024, the Galinn Fund LLC,

a New York limited liability company (“Galinn”), filed a complaint in Connecticut State Superior Court naming CMC Storrs SPV,

LLC (“CMC”), the holding company for our investment property located at 497-501 Middle Turnpike, Storrs, Connecticut (“497-501

Middle”), as a defendant, alongside Chen Ji, an individual (“Chen”), and two additional entities (the “Guarantors”).

In the complaint Galinn alleges, among other things, that on May 24, 2024, Chen, on behalf of CMC, executed a mortgage note (the “Note”)

in the principal amount of $3.0 million (the “Loan”), which was secured in part by a mortgage against 497-501 Middle (the

Galinn further alleges that CMC is in default under both the Note and Mortgage for failure to make payments when

Galinn is seeking to foreclose on the Mortgage and damages against CMC and the Guarantors.

In March 2020, when we first acquired

an equity interest in CMC, Chen was an affiliate of the entity, however, he thereafter exited the investment and is no longer in any way

affiliated with or authorized to act on behalf of CMC.

We maintain that the Loan was obtained as a result of Chen’s fraud and Galinn’s

negligence, and had Galinn done adequate due diligence, or reviewed the publicly available filings on the State of Connecticut’s

Business Records website, or even a basic Google search, Chen’s lack of authority would have been readily apparent prior to Galinn

having made the Loan.

We dispute any liability in this litigation,

believe we have substantial defenses to Galinn’s claims, and are vigorously defending the matter.

performance is subject to risks associated with the real estate industry.

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improvements up-front or (ii) finance the improvements at potentially unattractive terms.

will depend on tenants for our revenue, and lease defaults or terminations could reduce our net income and limit our ability to pay distributions.

We depend on tenants for our revenue, and lease defaults or terminations could reduce our net income and limit our ability to pay distributions.

success of our investments materially depends on the financial stability of our tenants.

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Sponsor, Manager and their affiliates are not required to devote all of their time and efforts to our business and affairs.

of our Class A units will have no right to enforce the obligations of our Sponsor, Manager, or any of their or our affiliates under the

of our Class A units have no right to enforce the obligations of our Sponsor, Manager, or any of their or our affiliates under the

terms of any agreements with the Company.

agreements between the Company, on one hand, and our Sponsor, Manager, or any of their or our affiliates, on the other, will not grant

to the holders of our Class A units, separate and apart from the Company, the right to enforce the terms of such agreements or any obligations

of our Sponsor, Manager or their or our affiliates in favor of the Company.

management fee our Manager receives will be based on our NAV and our Manager is ultimately responsible for calculating our NAV.

pay our Manager a quarterly management fee at an annualized rate of 0.75%.

The management fee is based on our NAV, as calculated by our

Manager at the end of each quarter.

Our NAV will be announced within approximately 60 days of the last day of each quarter.

be calculated using a process designed to produce a fair and accurate estimate of the price that would be received for our assets and

investments in an arm’s-length transaction between a willing buyer and a willing seller in possession of all material information

about our assets and investments.

As with any asset valuation protocol, the conclusions reached by our Manager or any third-party firm

that we engage to prepare or assist with preparing the NAV of our Class A units will involve significant judgments, assumptions, and

opinions in the application of both observable and unobservable attributes that may or may not prove to be correct.

It is important to

note that the determination of our NAV will not be based on, nor is it intended to comply with, fair value standards under U.S.

and our NAV may not be indicative of the price that we would receive for our assets at current market conditions.

There can be no assurance

that the judgments, assumptions, and opinions used by our Manager to calculate our NAV, or the resulting NAV, will be the same as those

judgments, assumptions and opinions that would be used, or the NAV that would be calculated, by an independent third-party firm.

our Manager may benefit by us retaining ownership of our assets and investments in order to avoid a reduction in our NAV at times when

the holders of our Class A units may be better served by the sale or disposition of our assets or investments.

If our NAV is calculated

in a way that is not reflective of our actual NAV, then the purchase price of shares of our Class A units may not accurately reflect

the value of our assets and investments, and your Class A units may be worth less than the purchase price paid.

agreements between the Company, on one hand, and our Sponsor, Manager, or any of their or our affiliates, on the other, do not

grant to the holders of our Class A units, separate and apart from the Company, the right to enforce the terms of such agreements or

any obligations of our Sponsor, Manager or their or our affiliates in favor of the Company.

management fee our Manager is entitled to receive is based on our NAV and our Manager is ultimately responsible for calculating our

are obligated to pay our Manager a quarterly management fee at an annualized rate of 0.75%.

The management fee is based on our NAV,

as calculated and adjusted by our Manager at the end of each quarter.

We will announce our NAV within approximately 60 days of the

last day of each quarter.

Our NAV is calculated using a process designed to produce a fair and accurate estimate of the price that

would be received for our assets and investments in an arm’s-length transaction between a willing buyer and a willing seller

in possession of all material information about our assets and investments.

As with any asset valuation protocol, the conclusions

reached by our Manager or any third-party firm that we engage to prepare or assist with preparing the NAV of our Class A units

involve significant judgments, assumptions, and opinions in the application of both observable and unobservable attributes that may

or may not prove to be correct.

It is important to note that the determination of our NAV is not based on, nor is it intended to

comply with, fair value standards under U.S.

GAAP, and our NAV may not be indicative of the price that we would receive for our

assets at current market conditions.

There can be no assurance that the judgments, assumptions, and opinions used by our Manager to

calculate our NAV, or the resulting NAV, are the same as those judgments, assumptions and opinions that would be used, or the NAV

that would be calculated, by an independent third-party firm.

In addition, our Manager may benefit from our retaining ownership of

our assets and investments in order to avoid a reduction in our NAV at times when the holders of our Class A units may be better

served by the sale or disposition of our assets or investments.

If our NAV is calculated in a way that is not reflective of our

actual NAV, then the purchase price of shares of our Class A units may not accurately reflect the value of our assets and

investments, and your Class A units may be worth less than the purchase price paid.

Related to Sources of Financing and Hedging

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and Other Dispositions of Capital Assets , which will need to be attached to their U.S.

federal income tax returns for the taxable

year in which gain treated as capital gain (short-term or long-term) that result from the sale or exchange of capital assets would have

been recognized had it not been deferred.

In addition, Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF)

Investments, requires eligible taxpayers holding a qualified opportunity fund investment at any point during the tax year to report:

(i) qualified opportunity fund investments holdings at the beginning and end of the tax year;

(ii) current tax year capital gains deferred

by investing in a qualified opportunity fund;

and (iii) qualified opportunity fund investments disposed of during the tax year.

may receive a Letter 6502, Reporting Qualified Opportunity Fund (QOF) Investments , or a Letter 6503, Annual Reporting of Qualified

Opportunity Fund (QOF) Investments , if they have not properly followed the instructions for Form 8997, Initial and Annual Statement

of Qualified Opportunity Fund (QOF) Investments , and the IRS is missing information, the taxpayer entered invalid information, or

the requirements to maintain a qualifying investment have not been followed.

Taxpayers who receive a Letter 6502, Reporting Qualified

Opportunity Fund (QOF) Investments , or a Letter 6503, Annual Reporting of Qualified Opportunity Fund (QOF) Investments , may

need to file an amended return or an administrative adjustment request with a properly completed Form 8997, Initial and Annual Statement

of Qualified Opportunity Fund (QOF) Investments .

federal income tax returns for the

taxable year in which gain treated as capital gain (short-term or long-term) that results from the sale or exchange of capital

assets to an unrelated person would have been recognized had it not been deferred.

In addition, Form 8997, Initial and Annual

Statement of Qualified Opportunity Fund (QOF) Investments, requires eligible taxpayers holding a qualified opportunity fund

investment at any point during the tax year to report:

(i) qualified opportunity fund investments holdings at the beginning and end

of the tax year;

(ii) current tax year capital gains deferred by investing in a qualified opportunity fund;

and (iii) qualified

opportunity fund investments disposed of during the tax year.

Taxpayers may receive a Letter 6502, Reporting Qualified

Opportunity Fund (QOF) Investments , or a Letter 6503, Annual Reporting of Qualified Opportunity Fund (QOF) Investments ,

if they have not properly followed the instructions for Form 8997, Initial and Annual Statement of Qualified Opportunity Fund

(QOF) Investments , and the IRS is missing information, the taxpayer entered invalid information, or the requirements to maintain

a qualifying investment have not been followed.

Taxpayers who receive a Letter 6502, Reporting Qualified Opportunity Fund (QOF)

Investments , or a Letter 6503, Annual Reporting of Qualified Opportunity Fund (QOF) Investments , may need to file an

amended return or an administrative adjustment request with a properly completed Form 8997, Initial and Annual Statement of

Qualified Opportunity Fund (QOF) Investments .

The procedures that you will need to follow to defer your capital gains and the

requirements related to maintaining a qualifying investment are highly technical and complex, accordingly, we recommend that you consult

with your own tax advisor.

requirements related to maintaining a qualifying investment are highly technical and complex, accordingly, we recommend that you

consult with your own tax advisor.

tax treatment of an investment in our Class A units could be subject to potential legislative, judicial, or administrative changes or

77 unchanged sentences

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What changed 10-K

Item 1A. Risk Factors