The information contained herein is confidential information regarding securities that may in the future be offered by AgAmerica Lending Fund, LLC (the “Issuer”). The information is being delivered to a limited number of sophisticated prospective high net worth and institutional investors in order to assist them in determining whether they have an interest in the type of investment described herein and is solely for their internal use. By accepting this information, the recipient agrees that it will use and it will cause its directors, partners, officers, employees and representatives to use the information only to evaluate its potential interest in the investment described herein and for no other purpose and will not divulge any such information to any other party. Any reproduction of this information, in whole or in part, is prohibited. Notwithstanding the foregoing, each recipient (and each employee, representative, or other agent of such recipient) may disclose to any and all other persons, without limitation of any kind, the tax treatment and tax structure of the Issuer, the investment described herein and any future offering thereof and the ownership and disposition of such investment and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure. However, any such information relating to such tax treatment or tax structure is required to be kept confidential to the extent reasonably necessary to comply with any applicable securities laws. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction, and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. The information contained herein has been prepared solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any investment.
The information contained herein is preliminary and material changes to the proposed terms of the securities described herein may be made at any time. If any offer of securities is made, it shall be made pursuant to a definitive offering circular (the “Offering Circular”) prepared by or on behalf of the Issuer, which would contain material information not contained herein and which shall supersede, amend and supplement this information in its entirety. Any decision to invest in the investment described herein should be made after reviewing the Offering Circular, conducting such investigations as the investor deems necessary or appropriate and consulting the investor’s own legal, accounting, tax, and other advisors in order to make an independent determination of the suitability and consequences of an investment. None of the Issuer, AgAmerica Lending, or any of their respective 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 includes hypothetical illustrations and involves modeling components and assumptions that are required for purposes of such hypothetical illustrations. No representations are made as to the accuracy of such hypothetical illustrations or that all assumptions relating to such hypothetical illustrations have been considered or stated or that such hypothetical illustrations will be realized. The information contained herein does not purport to contain all of the information that may be required to evaluate such investments, and each recipient is encouraged to read the Offering Circular and should conduct its own independent analysis of the data referred to herein.
HYPOTHETICAL ILLUSTRATIONS AND PRO FORMA INFORMATION: These materials contain statements that are not purely historical in nature. These include, among other things, hypothetical illustrations, sample or pro forma portfolio structures or portfolio composition, scenario analysis of returns and proposed or pro forma levels of diversification or sector investment. These hypothetical illustrations of returns illustrate a range of potential outcomes based upon certain assumptions. Such potential outcomes are not a prediction by the Issuer, AgAmerica Lending or their respective affiliates of the performance of the securities described herein. Actual events are difficult to predict and are beyond the control of AgAmerica Lending. Actual events may differ from those assumed and such differences may be material. There can be no assurance that illustrated returns will be realized or materialized or that actual returns or results will not be materially lower than those presented. All statements included are based on information available on the date hereof, and AgAmerica Lending or its respective affiliates assumes any duty to update any such statement. Some important factors which could cause actual results to differ materially from those in any statements contained herein include the actual composition of the reference portfolio, any Credit Events on the reference portfolio, the timing of any Credit Events and subsequent reimbursements, changes in interest rates, any weakening of the specific credits included in the reference portfolio, among others. The Offering Circular will contain other risk factors, which an investor should also consider in connection with an investment in the securities described herein.
PRIOR INVESTMENT RESULTS: Any prior investment results or returns are presented for illustrative purposes only and are not indicative of the future returns on the securities and obligations of the Issuer. The Issuer has a limited operating history. Under no circumstances is this presentation to be used or considered as an offer to sell, or a solicitation of any offer to buy, any security. Any such offering may be made only by the Offering Circular. The information contained herein is in summary form for convenience of presentation. It is not complete and it should not be relied upon as such. No person has been authorized to give any information or to make any representations other than those to be contained in the Offering Circular regarding the offering of any securities described herein. An investment in the securities described herein, when and if offered, will involve substantial risk. Prior to investing, prospective investors should carefully consider the risks, which will be described in the Offering Circular, and should consult their own investment advisors, and tax, legal, accounting and other regulatory advisors. Due to the risks involved in the securities described herein, investors should be prepared to suffer a loss of their entire investment. Any statement contained in this communication (including any attachments) concerning U.S. tax matters was not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code, and was written to support the promotion or marketing of the transaction(s) or matter(s) addressed. The recipient should obtain its own independent tax advice based on its particular circumstances. However, you should be aware that any proposed transaction could have accounting, tax, legal or other implications that should be discussed with your advisors and or counsel. The materials should not be relied upon for the maintenance of your books and records or for any tax, accounting, legal or other purposes.
RIDERS:
The information contained herein is in summary form for convenience of presentation. It is not complete, and it should not be relied upon as such. The information in this presentation is provided to you as of the dates indicated and AgAmerica Lending LLC (“AgAmerica Lending”) does not intend to update the information after its distribution, even in the event that the information becomes materially inaccurate. This presentation summarizes certain characteristics of a proposed investment program. It is presented solely for purposes of discussion, to determine preliminary interest in investing in an investment program with general characteristics described herein. There may be material changes to the structure and terms prior to the interests in an investment program being offered. An investment in the Issuer is speculative and involved significant risks, including loss of the entire investment. There can be no assurance that the Issuer’s investment objectives will be achieved or that its investment program will be successful. Interests in the issuer will be illiquid as there will be no secondary market for such interests and none is expected to develop. There will be restrictions on transferring interests in the Issuer. The Issuer’s investments may be leveraged and its investment performance may be volatile. A recipient who has preliminary interest in the Issuer should understand these risks and have the financial ability and willingness to accept them for an extended period of time before considering making an investment in the Issuer.
Certain information contained in this presentation includes calculations or figures that have been prepared internally and have not been audited or verified by a third party. Use of different methods for preparing, calculating or presenting information may lead to different results and such differences may be material.
Net returns are presented on a net basis, after deductions for investment management fees, performance fees, credit facility debt service and fund expenses, which, in the aggregate, may be substantial. Nothing contained herein should be deemed to be a prediction or projection of future performance of the Issuer.
Unless stated otherwise, all information in this presentation is dated as of March 2023. Except as required by law, neither the Issuer, AgAmerica Lending or its advisors, nor their respective affiliates officers, employees, agents, and consultants, make any representation or warranty as to the accuracy or completeness of the contents of this presentation or take any responsibility for any loss or damage suffered as a result of any omission, inadequacy or inaccuracy herein. Recipients acknowledge that circumstances may change and that the contents of this document may become outdated as a result.
Registration with the SEC or with any state securities authority does not imply a certain level of skill or training.