Disclaimer

THIS OFFERING IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND UNDER THE EXEMPTION PROVIDED BY RULE 506 PROMULGATED BY THE SEC. UNDER THE 1933 ACT, AS AMENDED (THE “ACT”). THE FUND WILL NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940.

Therefore, investors will not benefit from the protection of those acts. The Securities and Exchange Commission has not passed on the merits of or approved the Securities, the offering or the accuracy or completeness of any offering materials. The Securities are subject to legal restrictions on transfer and resale, and investors should not assume they will be able to resell their Securities. Risk factors disclosed in the offering materials for each investment should be carefully reviewed prior to making any investment decision and investors should be able to bear the entire loss of any investment.

The Membership Interests are being offered pursuant to a newly available exemption under the Securities Act. The Interests are being offered for sale in reliance upon a newly effective exemption under the Rule 506(c) of the Securities Act. This exemption permits an issuer to engage in general solicitation or general advertising of the offering and selling of securities pursuant to Rule 506(c), provided that (1) all purchasers of the securities are accredited investors and (2) the issuer takes reasonable steps to verify that such purchasers are accredited investors.

THERE IS NO PUBLIC MARKET FOR MEMBERSHIP INTERESTS AND NONE IS EXPECTED TO DEVELOP IN THE FUTURE. SUMS INVESTED IN THE LIMITED LIABILITY COMPANY ARE ALSO SUBJECT TO SUBSTANTIAL RESTRICTIONS ON WITHDRAWAL AND TRANSFER. THE MEMBERSHIP INTERESTS OFFERED HEREBY SHOULD BE PURCHASED ONLY BY INVESTORS WHO HAVE NO NEED FOR LIQUIDITY IN THEIR INVESTMENT.

THE FUND MAY ACCEPT OR REJECT SUBSCRIPTIONS IN ITS SOLE DISCRETION. THE SALE IS AVAILABLE ONLY TO “ACCREDITED INVESTORS” AS DEFINED UNDER REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THAT PROVIDE REASONABLE EVIDENCE TO THE COMPANY THAT SUCH INVESTOR IS AN ACCREDITED INVESTOR.

Rating Agencies: All ratings are solicited by, or on behalf of the issuer. Some of Imperial Fund’s securitizations are rated by more than one rating agency listed. The ratings are assigned by these agencies on the securitization closing date and are subject to change based on the rating agencies’ periodic monitoring and assessment of these securities. All ratings assigned to Imperial Funds’ issued securities are solicited by Imperial Fund. Compensation is paid to the rating agencies by Imperial Fund in connection with these rating actions.