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Disclaimer

This Confidential information is dated 7 September 2023 (as it may be amended, restated or supplemented from time to time, the “Opportunity”) is furnished on a confidential basis to a limited number of sophisticated brokers, athletes, entertainers, influencers, business executives, and investors for the purpose of providing certain information about joining in limited partnership interests as members (the “Interests,” and each purchaser thereof, a “Limited Partner”) of ESF Capital Alliance LLC.“The Alliance”, as a membership-based hybrid private investment club, is established for legal, tax, regulatory, or other similar purposes, the “Fund” and/or “Project”).

 

The Interests have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”) or by the securities regulatory authority of any state or of any other U.S. or non-U.S. jurisdiction, nor has the SEC or any such securities regulatory authority passed upon the accuracy or adequacy of this Memorandum. Any representation to the contrary is a criminal offense.

 

The Interests have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the securities laws of any other state, or the securities laws of any other jurisdiction, nor is such registration contemplated. The Interests will be offered and sold under the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and jurisdictions where the offering will be made. The Partnership will not be registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no public market for the Interests and no such market is expected to develop in the future. The Interests may not be sold or transferred (i) except as permitted under the Partnership’s amended and restated limited partnership agreement (as it may be amended and/or restated from time to time, the “Partnership Agreement”) and (ii) unless they are registered under the Securities Act and under any other applicable securities laws or an exemption from such registration thereunder is available.

 

Investment made into either “Funds” and/or “Projects” are 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. Investors must be prepared to bear such risks for an extended period of time. No assurance can be given that the investments objectives will be achieved or that investors will receive a return of their capital. In making an investment decision, prospective investors must rely on their own examination of the Opportunity and the terms of the individual offerings, including the merits and risks involved.

 

Prospective investors should not construe the contents of this Opportunity as legal, tax, investment, or accounting advice, and each prospective investor is urged to consult with its own advisors with respect to legal, tax, regulatory, financial, and accounting consequences of its investments.

This Opportunity contains a summary of the various membership tiers, special purpose vehicle opportunities, Funds, and certain other documents referred to herein.

In the event that the descriptions in or terms of this Memorandum are inconsistent with or contrary to the descriptions in or terms of ESF Capital PPM, Alliance Advancement Fund 1, the Partnership Agreement or such other documents, the Partnership Agreement and such other documents shall control. The General Partner reserves the right to modify the terms of the offering and the Interests described in this Opportunity at any time and to amend, revise, and reissue this Opportunity. The Interests are offered subject to the General Partner’s ability and willingness to accept or reject any subscription in whole or in part.

This Opportunity contains confidential, proprietary, trade secret, and other commercially sensitive information. The information contained herein should be treated in a confidential manner and may not be reproduced or used in whole or in part for any other purpose, nor may it be disclosed without the prior written consent of the General Partner. Each prospective investor accepting this Opportunity hereby agrees to return it and not copy it promptly upon request.

Certain information contained herein (including certain forward-looking statements and economic and market information) has been obtained from published sources and/or prepared by other parties. While such sources are believed to be reliable, none of the Investment Managers, the Fund, the General Partner, or any of their respective directors, officers, employees, advisors, members, partners, shareholders, or affiliates assumes any responsibility for the accuracy or completeness of such information.

Prospective investors and/or members having inquiries with respect to the Interests should direct such inquiries to:

 

ESF Capital Group LLC.

c/o Generational Wealth Office LLC

c/o ESF Capital Alliance, LLC

2473 S Higley Rd STE 104

Gilbert, Arizona 85295

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