Waterfield

General
This Website (the “Website”) has been prepared solely for the purpose of providing information about Waterfield Group companies, and the services and products they offer. This Website has been compiled in good faith by Waterfield Enterprises, LLC (“Waterfield”). However, no representation is made as to the completeness or accuracy of the information it contains. In particular, you should be aware that this information may be incomplete, may contain errors or may have become out of date. Waterfield reserves the right to add, modify or delete any information at this Website at any time. This publication and any references to products or services are provided “as is” without any warranty or implied term of any kind. Reproduction or distribution of any materials obtained on this Website or linking to this Website without written permission is prohibited.

A valid log in ID and password are required for you to use or access portions of the Waterfield Website. In order to help protect the confidentiality and security of your information or data, you must use your password each time you access your account. You are solely responsible for maintaining the confidentiality of your password and for any use or misuse of our site by anyone using your password. We are not responsible and shall not be liable for any disclosure, misuse, modification or loss of any of your information or data by anyone accessing your account using your password.

You acknowledge and understand that no form of protection can completely ensure that the Waterfield Website will be completely protected against unauthorized entry or behavior. We shall have no liability for any claim or damages arising out of any breach of network security or any disclosure, misuse, modification or loss of data or information as a result thereof.

You are solely responsible for your actions and communications undertaken or transmitted using the Website. Neither we nor our affiliates exercise editorial control over your transmissions; however, we do reserve the right to review your uploads and transmissions in order to, among other things, ensure compliance with these terms.

Your use of the Waterfield Website is subject to all applicable local, state, national and international laws and regulations, and you agree not to use the Website for purposes that violate such laws and regulations. You agree to abide by our copyright policies.

In addition, you agree that:

  1. You will not interfere with another entity’s use and enjoyment of the Website;
  2. You will not upload, download, transmit or otherwise distribute any message, data, information, text or other material (“Content”) that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;
  3. You will not upload, download, transmit, or otherwise distribute any viruses or other harmful, disruptive or destructive files;
  4. You will not upload, download, transmit or otherwise distribute any content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
  5. You will not attempt to obtain unauthorized access to the Website or portions of the site which are restricted from general access or outside your permitted areas of access;
  6. You will not interfere with or disrupt networks, systems, and/or computers connected to the Website, and you will comply with all regulations, policies, and procedures of such networks and systems; and
  7. You will comply with all United States laws regarding the transmission of technical data exported from the United States.

Property Rights
The products, technology and/or processes described and/or used on the Website may be the subject of intellectual property rights reserved by Waterfield or other third parties. Nothing contained herein shall be construed as conferring to you in any manner, whether by implication, estoppel or otherwise, any license, title, or ownership of or to any intellectual property right of Waterfield or any third party.

Updates
We reserve the right to modify the Website and the materials, features and services provided on the site at any time without prior notice to you.

Limitation of Liability 
The materials, information and services provided on the Website are provided “as is” without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. There is no warranty against interference with your enjoyment of any materials, information or services (including, but not limited to, any data, text, images, sounds or computer programs (including collections and compilations of them) or against infringement.

Neither Waterfield nor any of its principals, officers,  employees or affiliates shall be liable for any direct, indirect, special, consequential, punitive, exemplary and/or incidental damages of any kind whatsoever (including, but not limited to, lost profits or attorneys’ fees) in any way due to, resulting from or arising in connection with your access to, inability to access, or use of the site, or from your reliance on any information provided on the site, even if  Waterfield has been advised of the possibility of such damages. This limitation applies to all causes of action in the aggregate including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and any other tort. In the event the foregoing limitation of liability set forth herein shall be for any reason held unenforceable or inapplicable, you agree that Waterfield and its affiliates’ aggregate Liability shall not exceed five hundred dollars ($500).

Neither Waterfield nor its affiliates takes any responsibility or assumes any liability for any content uploaded or otherwise transmitted by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, indecency, lewdness, harassment, threats, abuse or profanity you may encounter in using the Website. You agree to hold harmless Waterfield and its affiliates and parties with whom Waterfield has contracted for purposes of hosting or maintaining the site from all claims based upon communications or materials made available by you on the site.

International
Neither Waterfield nor its affiliates makes any representation that materials, features or services on the site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Website from other locations do so on their own initiative and are responsible for compliance with local laws.

Merchant Banking & Management Consulting
Waterfield Enterprises, LLC engages from time to time in merchant banking activities as a consultant. Waterfield is not, and does not purport to be, a licensed investment bank. All activities with regard or in relation to merchant banking are legally and actually consulting services.

All clients, by engaging Waterfield as a merchant banker / consultant agree to defend and hold Waterfield harmless from any claims lawsuits, demands, causes of action, and liability of any kind whatsoever brought by any individual or entity both government and private that may bring or has brought any action against Waterfield as a result of the activity.

Nothing on this Website should be considered investment advice or an offering of securities.

Asset Management
With regard to Waterfield Private Equity Funds, Hedge Funds, Separate Accounts, Trust Accounts, Family Office Accounts, and all other asset management activities (“Waterfield Investments”), past performance is not indicative of future results, and future results may vary. The value of investments and the income derived from investments can go down as well as up. Future returns are not guaranteed, and a loss of principal may occur.

Opinions expressed on this Website are current opinions as of the date appearing in this material only. No part of this material may, without Waterfield’s prior written consent, be (i) copied, photocopied or duplicated in any form, by any means, or (ii) distributed to any person that is not an employee, officer, director, or authorized agent of the recipient.

There may be conflicts of interest relating to Waterfield Investments and their service providers, including Waterfield and its affiliates, who are engaged in businesses and have interests other than that of managing, distributing and otherwise providing services to investors. These activities and interests include potential multiple advisory, transactional and financial and other interests in securities and instruments that may be purchased or sold by Waterfield entities, or in other investment vehicles that may purchase or sell such securities and instruments. These are considerations of which investors in Waterfield Investments should be aware. Additional information relating to these conflicts is set forth in the offering materials for Waterfield investments, and should be read carefully.

This material has been prepared by Waterfield. This information may not be current and Waterfield has no obligation to provide any updates or changes. It should not be relied upon in making an investment decision. Holdings may change by the time you receive this report. The securities discussed do not represent all of the portfolio’s holdings and may represent only a small percentage of the strategy’s portfolio holdings or past portfolio holdings. Future portfolio holdings may not be profitable. The information should not be deemed representative of future characteristics for the strategy.

The Investment Manager(s) will operate Waterfield Investments as if they were exempt from such registration pursuant to Rule 4.13(a)(4) under the Commodity Exchange Act because (i) Shares are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and are being offered and sold without marketing to the public in the United States, and (ii) Shares may be purchased only by persons who are “qualified eligible persons” as defined in Rule 4.7 under the Commodity Exchange Act. Therefore, the Investment Manager is not required to deliver to Shareholders certified annual reports and a disclosure document that are required to be delivered pursuant to the Commodity Exchange Act, which would contain certain disclosures required thereby that may not be included herein or in the reports to be provided to Shareholders.

Risk
Waterfield Investments involves a high degree of risk, including the risk that the entire amount invested may be lost. Waterfield may invest in and actively trade commodities, derivatives, securities, currencies and other financial instruments using strategies and investment techniques with significant risk characteristics, including, without limitation, risks arising from the volatility of commodity, equity, fixed income, currency and other financial markets, risks arising from the potential illiquidity of derivative and other instruments, the risk of loss from counterparty defaults and the risks of borrowing, including for purposes of making investments and to meet redemption requests, risks associated with originating or participating in loans and risks associated with making investments outside the U.S. These risks may be amplified by the use of leverage. No guarantee or representation is made that Waterfield’s investment program will be successful, that the various trading strategies utilized or investments made will have low correlation with each other or with the general financial markets.

Waterfield may segregate certain assets through structures commonly referred to as “side-pockets”, as further described in Waterfield Investment’s various Offering Memorandums. Units issued in respect of side-pocketed investments are not redeemable at the option of the investors until such investments are realized or deemed realized, as determined by Waterfield in its sole discretion.

As a result of an investment in Waterfield Investments, investors may incur expenses at multiple levels which would not otherwise arise in connection with investments made directly.

Waterfield may directly or indirectly purchase or originate loans. Waterfield may have no right directly to enforce compliance by the borrower with the terms of the loan agreement, no rights of set-off against the borrower, and no right to object to certain changes to the loan agreement agreed to by the selling institution. If Waterfield invests in loans in which it has a direct contractual relationship with the borrower and a loan is foreclosed, Waterfield Investments could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. As a result, Waterfield Investments may be exposed to losses resulting from default and foreclosure. There is no assurance that Waterfield will correctly evaluate the value of the assets collateralizing the loan. There is no guarantee that the protection Waterfield Investments’ interests is adequate, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests.

Waterfield Investments are not subject to the same regulatory requirements or governmental oversight as mutual funds. The sponsor or manager of any Waterfield Investment may not be registered with any governmental agency.

Waterfield often engages in leverage and other investment practices that are extremely speculative and involve a high degree of risk. Such practices may increase the volatility of performance and the risk of investment loss, including the loss of the entire amount that is invested.

Waterfield may purchase instruments that are traded on exchanges located outside the United States that are “principal markets” and are subject to the risk that the counterparty will not perform with respect to contracts. Furthermore, since there is generally less government supervision and regulation of foreign exchanges, Waterfield Investments are also subject to the risk of the failure of the exchanges and there may be a higher risk of financial irregularities and/or lack of appropriate risk monitoring and controls.

Privacy Notice
In accordance with the Federal Financial Privacy Law (Gramm-Leach-Bliley Act, Nov. 1999), the following are Waterfield’s privacy policies applicable to non-public personal information gained from this Website and to its business relationships in general:

Collecting Information
In the course of our relationship with you, we receive or develop information about you necessary to better service your account and your financial needs. This information may include: information you provide to us orally or on applications or other forms; information we develop about you in the course of providing our services to you, such as your account balance(s), the assets that we manage and the transactions we place on your behalf; and technical information we gather through your access to our Website.

Protecting Information
As a general rule, we do not sell, share or otherwise disclose this private information with others unless such sharing of information is necessary to provide our services to you. For instance, there may be sharing of information between Waterfield subsidiaries or companies, where each subsidiary or company is rendering a service to a customer common to both. Furthermore, we share information with certain third parties, such as our clearing agent, custodian, administrators, prime brokers, attorneys and auditors who, in the ordinary course of providing their services to us, may require access to information containing your non-public personal information. In addition, we may disclose your non-public personal information to others with your consent, where required by law or judicial process (such as a court order), or otherwise to the extent permitted under the Federal Financial Privacy Law.

We restrict access to your non-public personal information to those associates who need to know such information in order to provide services to you. If we are not comfortable that a service provider is already bound by duties of confidentiality (i.e., attorneys and auditors), we will require contractual assurances that the service provider will maintain the confidentiality of any of the information obtained from us. In addition, we maintain physical, electronic and procedural safeguards to protect your non-public personal information. We continually assess new technology and upgrade our system when appropriate to better protect information.

PATRIOT Act
In accordance with the USA PATRIOT Act and other regulations applicable to it, Waterfield advises users of its Website that it will fully comply with any and all regulations which may be promulgated by the U.S. Treasury Department under the USA PATRIOT Act, including those that encourage financial institutions to share information with regulatory agencies and law enforcement about individuals or organizations that may be “reasonably suspected based on credible evidence” of engaging in terrorist acts or money laundering. Accordingly, any information provided to Waterfield may be provided to regulatory, government or law enforcement agencies if requested or if deemed appropriate by Waterfield.

LEGAL NOTICE
Any and all legal notice should be sent to Haney Labriola, LLP, www.haneylabriola.com.

IMPORTANT INFORMATION
This website is not intended to assist the viewer in deciding whether they wish to proceed with the execution of certain contemplated agreements. Any prospective interested purchaser (referred to herein as ‘‘purchaser,’’ ‘‘you,’’ ‘‘your’’) should undertake, and rely on, your own examination of the opportunity and the terms of the transaction, including the merits and risks involved, and should consult with your own counsel, accountant, purchaser representative and other advisors, in making a decision to purchase.

By viewing these documents you agree to refrain from soliciting Waterfield employees and the employees of Waterfield Investments.

We shall have no liability for any forward-looking statements, information or other documents, which may be made available on this Website. Waterfield and the Waterfield Investments have no legal commitment or obligation as a result of the posting of this material. We expressly disclaim any representation regarding any projections concerning future operating results. Nothing contained in this Website is, or should be relied upon as, a promise, guarantee or representation regarding future performance.

HOLD HARMLESS
You agree to hold Waterfield and Waterfield Investments harmless from any claims and/or litigation arising out of the viewing of this Website, and shall fully defend, indemnify, and hold harmless Waterfield from any and all claims, lawsuits, demands, causes of action, and liability of any kind whatsoever brought by any individual or entity as a result of your use of information garnered from this Website. Any and all disagreements arising out of the use of this Website or any interaction with Waterfield or Waterfield Investments shall be first submitted to mediation in the City of Irvine in the State of California; and following, should they remain unresolved, submitted to binding arbitration in the City of Irvine in the State of California.”

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