Transfer Restrictions & Tax Disclosure

Interests are highly illiquid and are not freely transferable. Any secondary market transfer requested through the platform must strictly satisfy the following criteria before execution:

• Sponsor’s Prior Approval: Every Interest transfer requires the explicit prior written approval of the fund’s issuer, sponsor, or general partner, granted in their sole discretion, which (depending on powers and rights provided in each entity’s applicable operating agreement(s)) may be withheld for any regulatory, tax, or operational reason.
• Eligibility & SEC Compliance: The prospective buyer must complete onboarding and fully satisfy the platform’s investor eligibility requirements. Furthermore, the transfer must strictly qualify under applicable federal securities law exemptions, which may include Regulation D (Rule 506), Rule 144, or Section 4(a)(7) of the Securities Act of 1933.
• Minimum Transfer Floor: The transfer must comply with the strict sizing thresholds outlined below. The platform will block any automated request or manual trade matching that falls beneath this minimum baseline.

To facilitate operational compliance and safeguard the fund’s regulatory status, each individual Interest transfer must be executed in a single transaction. The transaction size must be equal to or greater than the established minimum threshold:

The No-Aggregation Rule: An investor is strictly prohibited from dividing a single position into multiple smaller trades to bypass this requirement. Furthermore, the platform does not permit smaller, individual transactions to be artificially combined or aggregated over time to reach this mandatory threshold. If an investor nevertheless manages to execute such a non-compliant transaction(s), this investor shall bear full liability and responsibility for any losses, fines, or other damages suffered by the fund, its sponsor, or the Platform.

The minimum transaction size and no-aggregation rules are legally required to protect the fund’s pass-through tax status. Under U.S. tax law, if private partnership interests are determined to be readily tradable on a secondary market or its substantial equivalent, the fund risks being reclassified as a Publicly Traded Partnership (“PTP”) under Internal Revenue Code (IRC) § 7704.

If a fund triggers PTP status, it is penalized by being taxed as a corporation at the entity level. This corporate tax completely eliminates pass-through treatment, triggers adverse tax consequences for all participants, and replaces standard Schedule K-1 reporting with corporate dividends.

To avoid this outcome, every permitted trade on the platform is structured to qualify as a disregarded “Block Transfer” under Treasury Regulation § 1.7704-1(e)(2). A valid Block Transfer requires a single partner (and defined related parties) to transfer a total interest representing > 2.0% of the partnership’s total capital or profits within a strict 30-calendar-day window. The platform’s mandatory 2.3% threshold serves as a conservative, non-negotiable buffer safely above the statutory 2.0% regulatory floor.

No Assurance of Liquidity: Due to legal constraints, required sponsor approvals, and the absolute absence of a public trading venue, there is no guarantee that an interest can be sold at any specific time, for any specific price, or at all. Investors must be prepared to absorb total illiquidity and hold their positions indefinitely.

No Tax or Legal Advice: Tax consequences associated with partnership holdings are complex and highly dependent on individual circumstances. USREM Securities, LLC and its affiliates do not provide legal, tax, or accounting advice. Investors must consult independent legal and financial professionals prior to making or transferring any investment.

This document supplements, and is qualified in its entirety by, the platform’s Terms of Use, Form CRS, and the definitive offering documents of each respective Fund. In the event of a conflict, the fund’s offering documents and applicable federal law shall govern.