Important Notice
General Disclaimer - Important Notice
hese materials are for informational purposes only, and are not intended to provide, and should not be relied on, for investment, tax, legal or accounting advice and shall not be deemed to constitute such advice under any United States federal law. It is not provided with regard to your specific investment objectives, financial situation, tax exposure or particular needs. The materials do not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, which only can be made at the time a qualified offeree receives a confidential private placement memorandum (“offering memorandum”). All information contained herein is qualified in its entirety by information contained in the offering memorandum of the applicable investment. Any such offer or solicitation will be made in accordance with applicable securities laws. Investing involves significant risk and has the potential for partial or complete loss of funds invested. Diversification does not assure a profit or guarantee against loss in declining markets. You should consider your investment objectives, risks, charges and expenses of the underlying funds and consult your personal tax, legal and accounting advisors before engaging in any transaction. You should carefully read the final offering memorandum and/or other organizational, supplemental and controlling documents before making an investment decision regarding any security. You are encouraged to ask questions of and receive answers from Bright Real Estate Fund and to obtain any additional information you deem necessary concerning the matters described herein. Investments, including interests in real estate and private funds, are subject to investment, tax, regulatory, market, macro-economic and other risks, including the potential loss of the entire principal amount invested. Past performance as well as any projection or forecast used or discussed in these materials are not indicative of future or likely performance of any investment product. Statements may be forward looking, and such statements necessarily involve known and unknown risks and uncertainties that may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such statements. These materials are not intended to be a risk disclosure statement. The views, opinions, and assumptions expressed herein are as of the date herein, subject to change without notice, may not come to pass and do not represent a recommendation or offer of any particular security, strategy or investment. The contents herein do not purport to be complete and are subject to change and may be modified, deleted or replaced at any time in Bright Real Estate Fund’s sole discretion and without prior notice. Bright Real Estate Fund undertakes no duty to update any forward-looking statements appearing in these materials. The provision of any services or products provided by Bright Real Estate Fund, LLC or any of its affiliates are expressly subject to the particular terms and conditions contained in separate written agreements between you and Bright Investment Fund or such affiliate, as applicable. Bright Real Estate Fund will not provide any individualized advice or consulting unless agreed to by a separate written agreement. None of the information contained herein has been filed or will be filed with the Securities and Exchange Commission, any regulator under any state securities laws or any other governmental or self-regulatory authority. No governmental authority has passed or will pass on the merits of this offering or the adequacy of this document. Any representation to the contrary is unlawful. Any Bright Real Estate Fund-sponsored investment fund described herein will not be registered under the Investment Company Act of 1940, as amended, in reliance on an exception thereunder. Interests in such funds will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such laws. Any investors in such funds will be required to be “accredited investors,” as such term is defined under the rules and regulations promulgated under the Securities Act.
HISTORICAL AND TARGETED PERFORMANCE RESULTS
Performance information is presented net of all fees and expenses unless otherwise noted. Target returns are presented in order to help prospective investors understand the applicable investment strategy in comparison to other investment strategies. Targeted investment characteristics and return profiles are for informational purposes only, are not indicative of future results, and are not guarantees. There can be no assurance that any investment will have these characteristics or terms, that targeted returns will be met or that investor capital will not be lost. TARGET RETURNS ARE HYPOTHETICAL PERFORMANCE. HYPOTHETICAL PERFORMANCE DOES NOT REPRESENT AN ACTUAL INVESTMENT IN ANY OF THE OFFERINGS SPONSORED BY BRIGHT REAL ESTATE FUND, MAY NOT REFLECT THE POTENTIAL EFFECT OF MATERIAL ECONOMIC AND MARKET RELATED FACTORS AND DO NOT REPRESENT THE ACTUAL PERFORMANCE OR EXPERIENCE OF ANY GIVEN INVESTOR ON THE BRIGHT REAL ESTATE FUND PLATFORM. THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY AN INVESTMENT. AN INVESTMENT DECISION SHOULD NOT BE BASED ON HYPOTHETICAL PERFORMANCE. Target return projections include a number of assumptions. Target returns are based on the average projected returns of each individual real estate asset held by the fund, minus assumptions for fees, expenses, and potential downside costs. Targets are revised periodically as deemed necessary by Bright Real Estate Fund. The fund managed by Bright Real Estate Fund generally pays distributions as further described in it's offering memorandum that may consist of ordinary income and capital gains. The tax characteristics of these distributions are generally not finalized until after year-end. The return and performance information shown may use or include information compiled from third-party sources. While we believe the third-party information comes from reliable sources, we do not guarantee the accuracy of the information and may receive incorrect information from third-party providers. The information has been prepared by us and has not been reviewed, compiled or audited by any independent third-party or public accountant. ANY COMPARISONS TO INDICES, TREASURIES OR CORPORATE BONDS ARE PROVIDED FOR ILLUSTRATIVE PURPOSES ONLY. BROADLY BASED INDICES ARE ONLY SHOWN AS AN INDICATION OF THE GENERAL PERFORMANCE OF THE FINANCIAL MARKETS DURING THE PERIODS INDICATED. BECAUSE OF THE DIFFERENCES BETWEEN THE INVESTMENTS AVAILABLE THROUGH THE BRIGHT REAL ESTATE FUND AND ANY INDICES SHOWN, INVESTORS ARE CAUTIONED THAT NO INDEX IS DIRECTLY COMPARABLE TO THE PERFORMANCE SHOWN SINCE EACH INDEX HAS ITS OWN RESULTS AND VOLATILITY, AND SUCH INDICES, IF SHOWN, SHOULD NOT BE RELIED UPON AS AN ACCURATE COMPARISON.
INVESTMENT RELATED RISKS–GENERAL
Lack of Liquidity. Our funds are generally illiquid with either no or limited liquidity based upon available cash flows. Accordingly, your investment requires a long-term commitment, with no certainty of return. It may take significant time before a fund generates distributions which are not guaranteed. Additionally, the types of assets in which our funds intend to invest are illiquid and will remain so for an indefinite period. Depending on market activity, volatility, applicable laws and other factors, the fund may not be able to promptly liquidate its investments at an attractive price or at all. The sale of any such investments may be subject to delays and additional costs and may be possible only at substantial discounts. Dependence on Key Personnel. The success of each fund will be dependent on the financial and managerial experience of Bright Real Estate Fund and its personnel. There can be no assurance that current Bright Real Estate Fund personnel will continue to be associated with Bright Real Estate Fund or its affiliates throughout the life of the fund. Similarly, there can be no assurance that the members of a fund’s investment committee will remain the same during the life of the fund. If the fund’s management team cannot agree on decisions affecting the fund, it may adversely impact investment results of the fund, or the loss of personnel. Additionally, Bright Real Estate Fund personnel will be engaged in other activities besides management of the funds. Risks Inherent in Real Estate Investments. All real estate investments are subject to some degree of risk. For example, real estate investments are relatively illiquid and, therefore, may tend to limit the fund’s ability to promptly adjust the fund’s portfolio in response to changes in economic or other conditions. No assurances can be given that the fair market value of any real estate investments held by the fund will not decrease in the future or that the fund will recognize full value for any investment that the fund is required to sell for liquidity reasons. Other risks include changes in zoning, building, environmental and other governmental laws, changes in operating expenses, changes in real estate tax rates, changes in interest rates and changes in the availability, costs and terms of borrowed money, energy prices, changes in the relative popularity of properties, the ongoing need for capital improvements, cash flow risks, construction risks, as well as natural catastrophes, acts of war, terrorism, civil unrest, uninsurable losses and other factors beyond the control of the fund or the management team.
Tax Risks – Opportunity Zone Provisions. If the fund elects to benefit from the Opportunity Zone program, it will establish a susidiary or sister company ("QOZ Fund") that will operate so that it is treated as a qualified opportunity zone fund (“QOF”) within the meaning of Subchapter Z of the U.S. Internal Revenue Code. However, no assurances can be provided that the QOZ fund would qualify as a QOF or that, even if it does qualify, the tax benefits related to the QOF program will be available to any particular investor in QOZ Fund. In addition, complying with QOF regulations could have a material adverse effect on a fund’s performance. The QOZ Fund may change its acquisition program, its strategies, and the investments or types of investments it may make at any time and from time to time in order to comply with any additional legislation or administrative guidance from Congress or the Treasury.
ASSETS UNDER MANAGEMENT
References to ‘assets under management’ or ‘AUM’ represent the real estate investments managed by Bright Real Estate Fund and it's subsidiaries. Bright Real Estate Fund's calculation of AUM may differ from the calculations of other real estate asset managers and, as a result, Bright Real Estate Fund’s measurement of its AUM may not be comparable to similar measures presented by other asset managers.
REALIZED DEALS AND FUND IDEAS
The realized deals described on these materials are for illustrative purposes only and have been selected to provide, among other things, examples of investment strategy and deal sourcing. A complete list of realized and unrealized deals are available upon request. Targeted IRR for a fund idea is presented on a gross basis and is considered a hypothetical return and subject to the limitations described herein. Targeted returns are estimated based upon assumptions regarding the project cost, timeline and improvements. Targeted returns are subject to change.
COMMONLY USED BENCHMARKS AND INDICES
Bloomberg Barclays Capital U.S. Aggregate Bond Index: measures the performance of the U.S. investment grade bond market. The index invests in a wide spectrum of public, investment-grade, taxable, fixed income securities in the U.S. – including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-backed securities, all with maturities of more than 1 year. Investment Grade Bond Yield: The Moody’s Seasoned Aaa Corporate Bond Yield measures the yield on corporate bonds that are rated Aaa. Corporate bonds are rated based on their default probability, health of the corporation’s debt structure, as well as the overall health of the economy. Aaa is the highest rating a corporate bond can get and is considered investment grade. Another important way to analyze bond yields is spreads between different kinds of bonds. During the financial crisis in 2008-2009, the spread between Aaa and Baa bonds widened because of the unpredictability of bonds and increased default rates. S&P 500 Index: is a widely recognized gauge of the U.S. equities market. This index is an unmanaged capitalization-weighted index consisting of 500 of the largest capitalization U.S. common stocks. The returns of the S&P 500 include the reinvestment of dividends.
Important Notice
General Disclaimer - Important Notice
These materials are for informational purposes only, and are not intended to provide, and should not be relied on, for investment, tax, legal or accounting advice and shall not be deemed to constitute such advice under any United States federal law. It is not provided with regard to your specific investment objectives, financial situation, tax exposure or particular needs. The materials do not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, which only can be made at the time a qualified offeree receives a confidential private placement memorandum (“offering memorandum”). All information contained herein is qualified in its entirety by information contained in the offering memorandum of the applicable investment. Any such offer or solicitation will be made in accordance with applicable securities laws. Investing involves significant risk and has the potential for partial or complete loss of funds invested. Diversification does not assure a profit or guarantee against loss in declining markets. You should consider your investment objectives, risks, charges and expenses of the underlying funds and consult your personal tax, legal and accounting advisors before engaging in any transaction. You should carefully read the final offering memorandum and/or other organizational, supplemental and controlling documents before making an investment decision regarding any security. You are encouraged to ask questions of and receive answers from Bright Real Estate Fund and to obtain any additional information you deem necessary concerning the matters described herein. Investments, including interests in real estate and private funds, are subject to investment, tax, regulatory, market, macro-economic and other risks, including the potential loss of the entire principal amount invested. Past performance as well as any projection or forecast used or discussed in these materials are not indicative of future or likely performance of any investment product. Statements may be forward looking, and such statements necessarily involve known and unknown risks and uncertainties that may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such statements. These materials are not intended to be a risk disclosure statement. The views, opinions, and assumptions expressed herein are as of the date herein, subject to change without notice, may not come to pass and do not represent a recommendation or offer of any particular security, strategy or investment. The contents herein do not purport to be complete and are subject to change and may be modified, deleted or replaced at any time in Bright Real Estate Fund’s sole discretion and without prior notice. Bright Real Estate Fund undertakes no duty to update any forward-looking statements appearing in these materials. The provision of any services or products provided by Bright Real Estate Fund, LLC or any of its affiliates are expressly subject to the particular terms and conditions contained in separate written agreements between you and Bright Investment Fund or such affiliate, as applicable. Bright Real Estate Fund will not provide any individualized advice or consulting unless agreed to by a separate written agreement. None of the information contained herein has been filed or will be filed with the Securities and Exchange Commission, any regulator under any state securities laws or any other governmental or self-regulatory authority. No governmental authority has passed or will pass on the merits of this offering or the adequacy of this document. Any representation to the contrary is unlawful. Any Bright Real Estate Fund-sponsored investment fund described herein will not be registered under the Investment Company Act of 1940, as amended, in reliance on an exception thereunder. Interests in such funds will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such laws. Any investors in such funds will be required to be “accredited investors,” as such term is defined under the rules and regulations promulgated under the Securities Act.
HISTORICAL AND TARGETED PERFORMANCE RESULTS
Performance information is presented net of all fees and expenses unless otherwise noted. Target returns are presented in order to help prospective investors understand the applicable investment strategy in comparison to other investment strategies. Targeted investment characteristics and return profiles are for informational purposes only, are not indicative of future results, and are not guarantees. There can be no assurance that any investment will have these characteristics or terms, that targeted returns will be met or that investor capital will not be lost. TARGET RETURNS ARE HYPOTHETICAL PERFORMANCE. HYPOTHETICAL PERFORMANCE DOES NOT REPRESENT AN ACTUAL INVESTMENT IN ANY OF THE OFFERINGS SPONSORED BY BRIGHT REAL ESTATE FUND, MAY NOT REFLECT THE POTENTIAL EFFECT OF MATERIAL ECONOMIC AND MARKET RELATED FACTORS AND DO NOT REPRESENT THE ACTUAL PERFORMANCE OR EXPERIENCE OF ANY GIVEN INVESTOR ON THE BRIGHT REAL ESTATE FUND PLATFORM. THERE ARE FREQUENTLY SHARP DIFFERENCES BETWEEN HYPOTHETICAL PERFORMANCE RESULTS AND THE ACTUAL RESULTS SUBSEQUENTLY ACHIEVED BY AN INVESTMENT. AN INVESTMENT DECISION SHOULD NOT BE BASED ON HYPOTHETICAL PERFORMANCE. Target return projections include a number of assumptions. Target returns are based on the average projected returns of each individual real estate asset held by the fund, minus assumptions for fees, expenses, and potential downside costs. Targets are revised periodically as deemed necessary by Bright Real Estate Fund. The fund managed by Bright Real Estate Fund generally pays distributions as further described in it's offering memorandum that may consist of ordinary income and capital gains. The tax characteristics of these distributions are generally not finalized until after year-end. The return and performance information shown may use or include information compiled from third-party sources. While we believe the third-party information comes from reliable sources, we do not guarantee the accuracy of the information and may receive incorrect information from third-party providers. The information has been prepared by us and has not been reviewed, compiled or audited by any independent third-party or public accountant. ANY COMPARISONS TO INDICES, TREASURIES OR CORPORATE BONDS ARE PROVIDED FOR ILLUSTRATIVE PURPOSES ONLY. BROADLY BASED INDICES ARE ONLY SHOWN AS AN INDICATION OF THE GENERAL PERFORMANCE OF THE FINANCIAL MARKETS DURING THE PERIODS INDICATED. BECAUSE OF THE DIFFERENCES BETWEEN THE INVESTMENTS AVAILABLE THROUGH THE BRIGHT REAL ESTATE FUND AND ANY INDICES SHOWN, INVESTORS ARE CAUTIONED THAT NO INDEX IS DIRECTLY COMPARABLE TO THE PERFORMANCE SHOWN SINCE EACH INDEX HAS ITS OWN RESULTS AND VOLATILITY, AND SUCH INDICES, IF SHOWN, SHOULD NOT BE RELIED UPON AS AN ACCURATE COMPARISON.
INVESTMENT RELATED RISKS–GENERAL
Lack of Liquidity. Our funds are generally illiquid with either no or limited liquidity based upon available cash flows. Accordingly, your investment requires a long-term commitment, with no certainty of return. It may take significant time before a fund generates distributions which are not guaranteed. Additionally, the types of assets in which our funds intend to invest are illiquid and will remain so for an indefinite period. Depending on market activity, volatility, applicable laws and other factors, the fund may not be able to promptly liquidate its investments at an attractive price or at all. The sale of any such investments may be subject to delays and additional costs and may be possible only at substantial discounts. Dependence on Key Personnel. The success of each fund will be dependent on the financial and managerial experience of Bright Real Estate Fund and its personnel. There can be no assurance that current Bright Real Estate Fund personnel will continue to be associated with Bright Real Estate Fund or its affiliates throughout the life of the fund. Similarly, there can be no assurance that the members of a fund’s investment committee will remain the same during the life of the fund. If the fund’s management team cannot agree on decisions affecting the fund, it may adversely impact investment results of the fund, or the loss of personnel. Additionally, Bright Real Estate Fund personnel will be engaged in other activities besides management of the funds. Risks Inherent in Real Estate Investments. All real estate investments are subject to some degree of risk. For example, real estate investments are relatively illiquid and, therefore, may tend to limit the fund’s ability to promptly adjust the fund’s portfolio in response to changes in economic or other conditions. No assurances can be given that the fair market value of any real estate investments held by the fund will not decrease in the future or that the fund will recognize full value for any investment that the fund is required to sell for liquidity reasons. Other risks include changes in zoning, building, environmental and other governmental laws, changes in operating expenses, changes in real estate tax rates, changes in interest rates and changes in the availability, costs and terms of borrowed money, energy prices, changes in the relative popularity of properties, the ongoing need for capital improvements, cash flow risks, construction risks, as well as natural catastrophes, acts of war, terrorism, civil unrest, uninsurable losses and other factors beyond the control of the fund or the management team. Tax Risks – Opportunity Zone Provisions. If the fund elects to benefit from the Opportunity Zone program, it will establish a subsidiary or sister company ("QOZ Fund") that will operate so that it is treated as a qualified opportunity zone fund (“QOF”) within the meaning of Subchapter Z of the U.S. Internal Revenue Code. However, no assurances can be provided that the QOZ fund would qualify as a QOF or that, even if it does qualify, the tax benefits related to the QOF program will be available to any particular investor in QOZ Fund. In addition, complying with QOF regulations could have a material adverse effect on a fund’s performance. The QOZ Fund may change its acquisition program, its strategies, and the investments or types of investments it may make at any time and from time to time in order to comply with any additional legislation or administrative guidance from Congress or the Treasury.
ASSETS UNDER MANAGEMENT
References to ‘assets under management’ or ‘AUM’ represent the real estate investments managed by Bright Real Estate Fund and it's subsidiaries. Bright Real Estate Fund's calculation of AUM may differ from the calculations of other real estate asset managers and, as a result, Bright Real Estate Fund’s measurement of its AUM may not be comparable to similar measures presented by other asset managers.
REALIZED DEALS AND FUND IDEAS
The realized deals described on these materials are for illustrative purposes only and have been selected to provide, among other things, examples of investment strategy and deal sourcing. A complete list of realized and unrealized deals are available upon request. Targeted IRR for a fund idea is presented on a gross basis and is considered a hypothetical return and subject to the limitations described herein. Targeted returns are estimated based upon assumptions regarding the project cost, timeline and improvements. Targeted returns are subject to change.
COMMONLY USED BENCHMARKS AND INDICES
Bloomberg Barclays Capital U.S. Aggregate Bond Index: measures the performance of the U.S. investment grade bond market. The index invests in a wide spectrum of public, investment-grade, taxable, fixed income securities in the U.S. – including government, corporate, and international dollar-denominated bonds, as well as mortgage-backed and asset-backed securities, all with maturities of more than 1 year. Investment Grade Bond Yield: The Moody’s Seasoned Aaa Corporate Bond Yield measures the yield on corporate bonds that are rated Aaa. Corporate bonds are rated based on their default probability, health of the corporation’s debt structure, as well as the overall health of the economy. Aaa is the highest rating a corporate bond can get and is considered investment grade. Another important way to analyze bond yields is spreads between different kinds of bonds. During the financial crisis in 2008-2009, the spread between Aaa and Baa bonds widened because of the unpredictability of bonds and increased default rates. S&P 500 Index: is a widely recognized gauge of the U.S. equities market. This index is an unmanaged capitalization-weighted index consisting of 500 of the largest capitalization U.S. common stocks. The returns of the S&P 500 include the reinvestment of dividends.