Investment Eligibility

To invest in Aruba Real Estate Investment Fund, individuals must meet the eligibility criteria as set by the fund manager.

Risk Disclosure

Investors should understand the risks associated with real estate investments and acknowledge the possibility of loss.

Investment Returns

The investment returns from the Aruba Real Estate Investment Fund are subject to market conditions and performance of the underlying assets.

Withdrawal Process

Details on how investors can initiate a withdrawal request from the Aruba Real Estate Investment Fund.

Fees and Expenses

Explanation of the fees and expenses associated with investing in the Aruba Real Estate Investment Fund.

Compliance and Regulation

Information on regulatory compliance and governance practices followed by Noordbridge Capital Management (hereinafter "NCM")

Confidentiality

Our commitment to maintaining the confidentiality of investor information and data. In considering any investment performance information contained in the Materials, prospective investors should bear in mind that past or estimated performance is not necessarily indicative of future results and there can be no assurance that a Fund will achieve comparable results, implement its investment strategy, achieve its objectives or avoid substantial losses or that any expected returns will be met. 

Conflicts of Interest.

There may be occasions when a Fund’s general partner and/or the investment advisor, and their affiliates will encounter potential conflicts of interest in connection with such Fund’s activities including, without limitation, the allocation of investment opportunities, relationships with NCM and its affiliates’ investment banking and advisory clients, and the diverse interests of such Fund’s limited partner group. There can be no assurance that NCM will identify, mitigate, or resolve all conflicts of interest in a manner that is favorable to the Fund.

COVID-19.

Certain countries have been susceptible to epidemics which may be designated as pandemics by world health authorities, most recently COVID-19. The outbreak of such epidemics, together with any resulting restrictions on travel or quarantines imposed, has had and will continue to have a negative impact on the economy and business activity globally (including in the countries in which the Fund invests), and thereby is expected to adversely affect the performance of the Fund’s investments. Furthermore, the rapid development of epidemics could preclude prediction as to their ultimate adverse impact on economic and market conditions, and, as a result, presents material uncertainty and risk with respect to the Fund and the performance of its investments.

Diversification; Potential Lack Thereof.

Diversification is not a guarantee of either a return or protection against loss in declining markets. The number of investments which a Fund makes may be limited, which would cause the Fund's investments to be more susceptible to fluctuations in value resulting from adverse economic or business conditions with respect thereto. There is no assurance that any of the Fund's investments will perform well or even return capital; if certain investments perform unfavorably, for the Fund to achieve above-average returns, one or a few of its investments must perform very well. There is no assurance that this will be the case. In addition, certain geographic regions and/or industries in which the Fund is heavily invested may be more adversely affected from economic pressures when compared to other geographic regions and/or industries.

Forward-Looking Statements.

Certain information contained in the Materials constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology or the negatives thereof. These may include financial estimates and their underlying assumptions, statements about plans, objectives and expectations with respect to future operations, and statements regarding future performance. Such forward‐looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Materials and in the filings. NCM undertakes no obligation to publicly update or review any forward‐looking statement, whether as a result of new information, future developments or otherwise.

Highly Competitive Market for Investment Opportunities.

The activity of identifying, completing and realizing attractive investments is highly competitive, and involves a high degree of uncertainty. There can be no assurance that a Fund will be able to locate, consummate and exit investments that satisfy its objectives or realize upon their values or that a Fund will be able to fully invest its committed capital. There is no guarantee that investment opportunities will be allocated to a Fund and/or that the activities of NCM’s other funds will not adversely affect the interests of such Fund.

Illiquidity and Variable Valuation

A Fund is intended for long-term investment by investors that can accept the risks associated with making highly speculative, primarily illiquid investments in privately negotiated transactions. There is no organized secondary market for investors' interests in any Fund nor is there an organized market for which to sell a Fund's underlying investments, and none is expected to develop. Withdrawal and transfer of interests in a Fund are subject to various restrictions, and similar restrictions will apply in respect of the Fund's underlying investments. Further, the valuation of a Fund's investments will be difficult, may be based on imperfect information and is subject to inherent uncertainties, and the resulting values may differ from values that would have been determined had a ready market existed for such investments, from values placed on such investments by other investors and from prices at which such investments may ultimately be sold.

Leverage; Borrowings Under a Subscription Facility.

A Fund may use leverage, and a Fund may utilize borrowings from NCM Inc. or under its subscription-based credit facility in advance of or in lieu of receiving investors’ capital contributions. The use of leverage or borrowings magnifies investment, market and certain other risks and may be significant. A Fund’s performance will be affected by the availability and terms of any leverage as such leverage will enhance returns from investments to the extent such returns exceed the costs of borrowings by such Fund. The leveraged capital structure of such assets will increase their exposure to certain factors such as rising interest rates, downturns in the economy, or deterioration in the financial condition of such assets or industry. In the event an investment cannot generate adequate cash flow to meet its debt service, a Fund may suffer a partial or total loss of capital invested in the investment, which may adversely affect the returns of such Fund. In the case of borrowings used in advance of or in lieu of receiving investors’ capital contributions, such use will result in higher or lower reported returns than if investors’ capital had been contributed at the inception of an investment because calculations of returns to investors are based on the payment date of investors’ capital contributions. In addition, because a Fund will pay all expenses, including interest, associated with the use of leverage or borrowings, investors will indirectly bear such costs.

Material, Non-Public Information.

In connection with other activities of NCM, certain NCM personnel may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities, including on a Fund’s behalf. As such, a Fund may not be able to initiate a transaction or sell an investment. In addition, policies and procedures maintained by NCM to deter the inappropriate sharing of material non-public information may limit the ability of NCM personnel to share information with personnel in NCM’s other business groups, which may ultimately reduce the positive synergies expected to be realized by a Fund as part of the broader NCM investment platform.

 No Assurance of Investment Return.

Prospective investors should be aware that an investment in a Fund is speculative and involves a high degree of risk. There can be no assurance that a Fund will achieve comparable results, implement its investment strategy, achieve its objectives or avoid substantial losses or that any expected returns will be met (or that the returns will be commensurate with the risks of investing in the type of transactions described herein). The portfolio companies in which a Fund may invest (directly or indirectly) are speculative investments and will be subject to significant business and financial risks. A Fund’s performance may be volatile. An investment should only be considered by sophisticated investors who can afford to lose all or a substantial amount of their investment. A Fund’s fees and expenses may offset or exceed its profits.

Real Estate Investments.

A Fund’s investments do and will consist primarily of real estate investments and real estate related investments. All real estate investments are subject to some degree of risk. For example, real estate investments are relatively illiquid and, therefore, will tend to limit NCM’s ability to vary a Fund’s portfolio promptly 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 a Fund will not decrease in the future or that such Fund will recognize full value for any investment that such Fund is required to sell for liquidity reasons. Additionally, deterioration of real estate fundamentals generally may negatively impact the performance of a Fund.

Reliance on Key Management Personnel.

The success of a Fund will depend, in large part, upon the skill and expertise of certain NCM professionals. In the event of the death, disability or departure of any key NCM professionals, the business and the performance of a Fund may be adversely affected.

Disclaimers

The content herein is based upon information we deem reliable but there is no guarantee as to its reliability, which may alter some or all of the conclusions contained herein. No representation or warranty is made concerning the accuracy of any data compiled herein. In addition, there can be no guarantee that any projection, forecast or opinion in these materials will be realized. These materials are provided for informational purposes only, and under no circumstances may any information contained herein be construed as investment advice. This document is not an offer or solicitation for the purchase or sale of any financial instrument, product or services sponsored or provided by Noordbridge Capital. This document is not an advertisement and is not intended for additional further distribution. By accepting receipt of this document the recipient will be deemed to represent that they possess, either individually or through their advisors, sufficient investment expertise to understand the risks involved in any purchase or sale of any financial instruments discussed herein. Neither this document nor any of its contents may be used for any purpose without the consent of Noordbridge Capital.

The market commentary contained herein represents the subjective views of certain Noordbridge Capital personnel and does not necessarily reflect the collective view of Noordbridge Capital, or the investment strategy of any particular Noordbridge Capital fund or account. Such views may be subject to change without notice. You should not rely on the information discussed herein in making any investment decision. Not investment research. The market data highlighted or discussed in this document has been selected to illustrate Noordbridge Capital’s market outlook and is not intended to represent fund performance or be an indicator for how funds have performed or may perform in the future. Each illustration discussed in this document has been selected solely for this purpose and has not been selected on the basis of performance or any performance-related criteria. This document is not an offer to sell or the solicitation of any offer to buy securities. Noordbridge Capital is not recommending any trade and cannot since it is not a broker-dealer. Nothing in this document shall constitute a recommendation or endorsement to buy or sell any security or other financial instrument referenced in this document.

Due to rapidly changing market conditions and the complexity of investment decisions, supplemental information and other sources may be required to make informed investment decisions based on your individual investment objectives and suitability specifications. All expressions of opinions are subject to change without notice.

Notice to Investors in California

This message is provided for information purposes and should not be construed as a solicitation or offer to buy or sell any securities or related financial instruments in any jurisdiction. 

Notices to Investors Outside of the U.S.

Noordbridge Capital is not registered, authorized or eligible for an exemption from registration in all jurisdictions. Therefore, services described in these materials may not be available in certain jurisdictions. These materials do not constitute an offer or solicitation where such actions are not authorized or lawful, and in some cases may only be provided at the initiative of the prospective investor. Further limitations on the availability of products or services described may be imposed. These materials are only intended for investors that meet qualifications as institutional investors as defined in the applicable jurisdiction where materials are received.

Notice to Investors in Australia

Noordbridge Capital is regulated by the SEC under US laws, which differ from Australian laws. This material provided to you is factual in nature. It is not an offer or advice, and is not intended to recommend or state an opinion of Noordbridge Capital. Investors should seek independent financial advice before making any investment decisions. Before acting on any advice or information in this document you should consider, with or without the assistance of suitable expert advice, whether it is appropriate for your circumstances. To the maximum extent permitted by law, Noordbridge Capital and their directors and officers disclaim all liability or responsibility whatsoever for any direct or indirect loss or damage of any kind which may be suffered by any person through relying on anything contained or omitted from this document, caused by viruses or faults contained in this document or otherwise arising out of the use of any part of the information contained in this document.

Notice to Investors in Canada

The content of these materials has not been reviewed by any Canadian Securities Regulatory Authority and does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such offer or solicitation would be unlawful, and such content does not constitute an offer to sell or a solicitation of an offer to buy or an advertisement in respect of securities in any province or territory of Canada.

Notice to Investors in China

These materials, which have not been submitted to the Chinese Securities and Regulatory Commission, may not be supplied to the public in China or used in connection with any offer for the subscription or sale of interests in any investment product to the public in China.

Notice to Investors in the European Union and United Kingdom

These materials are only intended for investors that meet qualifications as institutional investors as defined in the applicable jurisdiction where materials are received, which includes only Professional Investors as defined by the Markets in Financial Instruments Directive (MiFID). These materials are not for use by retail clients and may not be reproduced or distributed without Noordbridge Capital’s permission.

Notice to Investors in Hong Kong

Warning: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the document. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Notice to Investors in Japan

No filings have been made with respect to any of Noordbridge Capital’s funds in Japan and the strategy is currently not intended for investment by Japanese investors. Thus, we are not providing this material to you for purposes of soliciting an investment in fund securities by you or your client investors, but rather to illustrate the manner in which we would plan to manage an asset management mandate (structured in a mutually acceptable and compliant form) granted to us by you should you so elect. By accepting this material, you acknowledge, confirm and agree that you have never been contacted by a representative of the fund or its manager in any manner which may amount to an offer to buy (or solicitation of an offer to buy) any interests in the fund in Japan.

Interests in the fund are a security set forth in Article 2, Paragraph 2, Item 6 of the Financial Instruments and Exchange Law of Japan (the “FIEA”). No public offering of interests in the fund is being made to investors resident in Japan and in accordance with Article 2, paragraph 3, Item 3, of the FIEA, no securities registration statement pursuant to Article 4, paragraph 1, of the FIEA has been made or will be made in respect to the offering of interests in the fund in Japan. The offering of interests in the fund in and investment management for the fund in Japan is made as “Special Exempted Business for Qualified Institutional Investors, Etc.” under Article 63, Paragraph 1, of the FIEA. Thus, interests in the fund are being offered only to certain investors in Japan. Neither the Fund nor any of its affiliates is or will be registered as a “financial instruments firm” pursuant to the FIEA. Neither the Financial Services Agency of Japan nor the Kanto Local Finance Bureau has passed upon the accuracy or adequacy of the Fund’s Offering Documents or otherwise approved or authorized the offering of interests in the fund to investors resident in Japan.

Notice to Investors in Korea    

Noordbridge Capital is not making any representation with respect to the eligibility of any recipients of this material to acquire any products managed by Noordbridge Capital under the laws of Korea, including but without limitation the Foreign Exchange Transaction Act and Regulations thereunder. Noordbridge Capital has not registered any shares with regards to any of its products under the Financial Investment Services and Capital Markets Act of Korea, and none of the shares may be offered, sold or delivered, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to applicable laws and regulations of Korea.

Notice to Investors in Kuwait

This material has not been approved for distribution in the State of Kuwait by the Ministry of Commerce and Industry or the Central Bank of Kuwait or any other relevant Kuwaiti government agency. The distribution of this material is, therefore, restricted in accordance with law no. 31 of 1990 and law no. 7 of 2010, as amended. No private or public offering of securities is being made in the State of Kuwait, and no agreement relating to the sale of any securities will be concluded in the State of Kuwait. No marketing, solicitation or inducement activities are being used to offer or market securities in the State of Kuwait.

Notice to Investors in Russia

The securities (financial instruments) are not intended for placement in (or on the territory of) the Russian Federation and are not advertised or otherwise publicly marketed and/or offered for sale to the public in the Russian Federation. This confidential private placement memorandum is not subject to registration pursuant to Section 51.1 of the Russian Federal Law No. 39-FZ of April 22, 1996 (as amended) “on the Securities Market”.

Notice to Investors in Saudi Arabia

Noordbridge Capital is not registered in any way by the Capital Market Authority or any other governmental authority in the Kingdom of Saudi Arabia. This presentation does not constitute and may not be used for the purpose of an offer or invitation.

Notice to Investors in Singapore

This material has not been submitted to the Monetary Authority of Singapore. Accordingly, this material and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor pursuant to Section 304 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Notice to Investors in Switzerland

The offer and the marketing of the fund’s Shares in Switzerland will be exclusively made to, and directed at, qualified investors (the “Qualified Investors”), as defined in Article 10(3) and (3ter) of the Swiss Collective Investment Schemes Act (“CISA”) and its implementing ordinance, at the exclusion of qualified investors with an opting-out pursuant to Art. 5(1) of the Swiss Federal Law on Financial Services (“FinSA”) and without any portfolio management or advisory relationship with a financial intermediary pursuant to Article 10(3ter) CISA (“Excluded Qualified Investors”). Accordingly, the fund has not been and will not be registered with the Swiss Financial Market Supervisory Authority (“FINMA”) and no representative or paying agent have been or will be appointed in Switzerland. This marketing materials, the Memorandum and/or any other offering or marketing materials relating to the fund’s Shares may be made available in Switzerland solely to Qualified Investors, at the exclusion of Excluded Qualified Investors. 

Notice to Investors in the UAE

Noordbridge Capital has not received authorization or licensing from the Central Bank of the UAE, the SCA or any other authority in the UAE to market or sell interests within the UAE. Nothing contained in this presentation is intended to constitute UAE investment, legal, tax, accounting or other professional advice. This presentation is for the informational purposes only and nothing in this presentation is intended to endorse or recommend a particular course of action. Prospective investors should consult with an appropriate professional for specific advice rendered on the basis of their situation.