The information contained herein is provided for informational and discussion purposes only and is not, and may not be relied on in any manner as legal, business, financial, tax or investment advice or as an offer to sell or a solicitation of an offer to buy an interest in Morpheus QOF Fund I, LP, a Delaware limited partnership (the “Partnership”) or any other parallel investment vehicle or any other entity to be formed in the Morpheus Qualified Opportunity Zone Fund Program (together with any parallel investment vehicles, the “Fund”), or to participate in any trading strategy. A private offering of interests in the Fund will only be made pursuant to a confidential private placement memorandum (as amended or supplemented from time to time, the “PPM”) and the Fund’s subscription documents (the “Subscription Documents”), which will be furnished to qualified investors on a confidential basis at their request for their consideration in connection with such offering. The information contained herein will be superseded by, and is qualified in its entirety by reference to (i) the PPM, which contains additional information about the investment objectives, terms and conditions of an investment in the Fund and also contains tax information and risk disclosures that are important to any investment decision regarding the Fund, (ii) the Amended and Restated Limited Partnership Agreement of the Fund (as the same may be amended and/or modified from time to time, the “Partnership Agreement”) and (iii) the Subscription Documents related thereto. To the extent that there is any inconsistency between this document and the Partnership Agreement or the Subscription Documents, the provisions of the Partnership Agreement and the Subscription Documents shall prevail. No person has been authorized to make any statement concerning the Fund other than as set forth in the PPM and any such statements, if made, may not be relied upon.
The information contained herein must be kept strictly confidential and may not be reproduced or redistributed in any format without the approval of Morpheus General Partner LLC (the “General Partner”). By accepting this information, the recipient agrees that it will, and it will cause its shareholders, partners, members, directors, officers, employees and representatives, to use the information only to evaluate its potential interest in the limited partnership interests described herein and for no other purpose and will not divulge any such information to any other party except for its advisors under duties of confidentiality. By accepting this document, each recipient agrees to return it promptly upon request. The General Partner is the sole sponsor of the offering of interests in the Fund.
The securities described herein have not been and will not be registered under the Securities Act of 1933, as amended, the securities laws of any U.S. State or the securities laws of any other jurisdiction (the “Securities Laws”). The Fund will not be registered under the Investment Company Act of 1940, as amended. Neither the Securities and Exchange Commission nor any other U.S. or Non- U.S. securities commission or regulatory authority has passed upon the accuracy or adequacy of this document or approved or disapproved of the investment described herein. Any representation to the contrary is a criminal offense. Neither the General Partner nor any of its affiliates is registered as an investment adviser under the Investment Advisers Act of 1940 (as amended). Under the Securities Laws, the interests in the Fund may not be sold, pledged or transferred unless a registration statement is in effect or unless an exemption from registration is available. In addition, the interests in the Fund are subject to restrictions on transferability contained in the Partnership Agreement and described in the PPM. Interests in the Fund will be sold only to persons or entities that qualify as “accredited investors” as defined in Regulation D under the Securities Act of 1933, as amended, or as a “qualified purchaser” as defined under the Investment Company Act of 1940, as amended, and the rules promulgated thereunder. An investment in the securities described herein involves certain risks, some of which are listed herein and described in greater detail in the PPM.
Neither the Fund nor the General Partner or any of their affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein and nothing contained herein shall be relied upon as a promise or representation whether as to the past or future performance. The information herein includes targets, estimates, approximates and projections and involves significant elements of subjective judgment and analysis. No representations are made as to the accuracy of such targets, estimates, approximates or projections or that such targets, estimates, approximates or projections will be realized. The information contained herein does not purport to contain all of the information that may be required to evaluate an investment in the Fund and any recipient of this document is encouraged to read the PPM, the Partnership Agreement and the Subscription Documents, and should conduct its own independent analysis of the data referred to herein prior to making an investment in the Fund. Neither the Fund nor the General Partner expects to update or otherwise revise the information contained herein except by means of the PPM.
All information contained herein, including any targets, estimates, approximates or projections, is based upon information internally provided by affiliates of the General Partner or third parties and has not been audited or otherwise independently verified. Certain of the economic and financial market information contained herein has been obtained from published sources and/or prepared by other parties. While such sources are believed to be reliable, none of the Fund, the General Partner, their affiliates or any other person assumes any responsibility for the accuracy or completeness of such information, and no representation or warranty is made with respect thereto. Additional information from the General Partner is available on request. The prior performance of affiliates of the General Partner has been included because the personnel and facilities of such affiliates will be made available to the Fund through the General Partner pursuant to contractual agreements.
These materials contain statements that are not purely historical in nature, but are “forward-looking statements.” These include, among other things, targeted performance, projections, forecasts and estimates of return performance. The General Partner believes that there is a sound basis for the targeted performance of the Fund. These forward-looking statements are based upon certain assumptions. Actual events are difficult to predict and may be beyond the Fund’s control. Actual events may differ from those assumed. All forward-looking statements included are based on information available on the date hereof and neither the Fund nor the General Partner or their respective affiliates assume any duty to update any forward-looking statements. Some important factors which could cause actual results to differ materially from those in any forward-looking statements include changes in economic conditions, political changes, legal and regulatory requirements, exchange rate fluctuations, as well as changes in the markets, prospects, competition or consumer preferences, among others. Other risk factors are also identified herein and described in the Fund’s PPM. Accordingly, there can be no assurance that the estimated returns or projections can be realized or that actual returns or results will not be materially lower than those calculated.
In considering any performance data contained herein, you should bear in mind that past performance is not necessarily indicative of future results, and there can be no assurance that the Fund will achieve comparable results.
Prospective investors should make their own investigations and evaluations of the information contained herein. Prior to the sale of interests in the Fund, the General Partner will give investors the opportunity to ask questions and receive answers concerning the terms and conditions of an investment in the Fund and other relevant matters and to obtain any additional information (to the extent that the General Partner possesses such information or can obtain it without unreasonable effort or expense) necessary to verify the accuracy of the information in this document. Each prospective investor should consult its own attorney, business adviser and tax adviser as to legal, business, tax and related matters concerning the information contained herein including the merits and risks involved with an investment in the Fund. Investment in the limited partnership interests of the Fund involves a high degree of risk due, among other things, the nature of the Fund’s investments. Investment in the Fund is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Fund. Investors in the Fund must be prepared to bear such risks for an indefinite period of time. No assurance can be given that the Fund’s investment objective will be achieved or that investors will receive a return of their capital.
Except where otherwise indicated herein, the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date, and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after the date hereof. The logos appearing in these materials are trademarks owned by M31, Inc.. The trademarks have been licensed to the Fund solely for use in connection with the offering described herein…