The Exempt Market – Finding “Opportunities” For Your Portfolio

The Exempt Market – Finding “Opportunities” For Your Portfolio

Hello, I’m Shannon Pineau…

and I’m a Dealing Representative with WhiteHaven Securities Inc. – an Exempt Market Dealer.

Now if that just made sense to you, you can likely jump ahead in my blog posts a little but if you’re like most – you may not know a lot about private investing in the Exempt Market in Canada. And that’s just fine because that’s what I’m here for – to tell you all about it.

When you start looking for options to fill the higher risk “opportunity” portion of your portfolio – you’ll soon find that there are MANY options to choose from.  From higher risk stock market plays, to foreign real estate investments, to network marketing, to investing in a friends & family venture, to various “get rich quick” schemes…there are no end to the possibilities.  Unfortunately,  the majority of investors don’t have the time or the expertise to properly investigate these opportunities which can often lead to losses and an overall bad taste for higher risk investments.

There is a much better alternative though, and that is the Exempt Market.

Throughout my blog, I will cover all kinds of topics to explain the Exempt Market – in layman’s terms – and I will try to keep it short, sweet and interesting.

Depending on your level of investing experience, you can decide how much time you want to spend in the Exempt Market 101 category. For those that are new to private investing overall, I really think this will give you a great introduction and for those who are more experienced, there will be lots of other topics to follow.

If  a higher risk/potentially higher reward investment is suitable for your portfolio – my goal will be to give you all of the information you need to consider the Exempt Market.

Armed with this information:

a) you can find those higher returns
b) you can clearly see the risks and rewards involved in achieving those higher returns

And back to my “most people don’t have a lot of time” point – I also want to make sure you can find everything you need in one place.

Canada’s Exempt Market can be a great place to find those excellent investment opportunities that haven’t always been available to the average investor – BUT – there’s more to the story!  If you want to continue on through all of my Exempt Market posts you can click on to the next one, “The Exempt Market – Why Is It Called That?”

I am very happy to have this strategy to offer to my clients.  If you want to talk more specifically about the Exempt Market issuers that I offer through my EMD, WhiteHaven Securities – contact me.

Thanks for reading!

 

 

 

 

 

Shannon Pineau
Exempt Market Dealing Representative

E: shannon@whitehaven.ca
C: 403-872-4010

shannonpineau.com

This blog post is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This blog post is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an offering memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the offering memorandum with your professional adviser(s) before making any investment decision. This blog post and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.
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Why Consider Private Wealth Strategies?

Why Consider Private Wealth Strategies?

 

The Private Wealth Strategies that I have available generally fall into two categories:

 – Private Portfolio Management companies that have varying levels of risk and can manage the bulk of your portfolio.

 – Exempt Market offerings that are higher risk but offer the potential for higher reward and can potentially make up a smaller portion of your portfolio.

Private Wealth Strategies are not mainstream, and it can be a little more difficult to find an experienced professional that works in the Private Investment markets to explain everything to you.

So why go through the effort you wonder to yourself?  What do Private Wealth Strategies have to offer that can make it worthwhile?  Why do investors go the extra mile to find and invest in these kinds of products?

 

To try and make more money of course! 

 

It’s almost every investor’s goal and it can mean more than just finding an investment with projected, overall higher returns.  With all of the volatility in the public stock markets today, Investors are also looking for diversification in their portfolios which they hope will also lead to some consistency in their returns.

Private Wealth Strategies can potentially help investors achieve these goals in a few key ways:

– With Private Portfolio Management you have experienced private companies that can use alternatives in their portfolios to achieve downside protection. This can lead to solid and more consistent returns for clients over time.

– In the Exempt Market, you have higher risk for potentially much higher than average returns. There are many factors to consider here before ever making an investment but overall, this is a well-regulated space with quality issuers which can make it a good choice for a smaller portion of your portfolio.

 

To Sum Up:

Apart from a few guaranteed investing products that generally pay very low interest, investing comes with risks and there are no guarantees.

Overall, I would say that investors want to earn good returns on their investments so they can live well today and also fund (or maintain) a great retirement.

It’s always easiest to stay in mainstream, traditional investments to try and achieve your financial goals but it has been my experience that mainstream investments often equal mainstream results.

 

By searching a little further you have found the Private Investment markets and you’ve also found an experienced professional that can help you navigate them.

Please contact me anytime and I look forward to talking more about your financial goals.  I’ll explain private investing to you in an easy to follow format and then we’ll look at the Private Wealth Strategies that I offer and see if they can add some great benefits to your portfolio.

 

Thanks for reading!

 

P.S. If you’ve just landed on one of my posts for the first time and you want to start at the beginning…visit “Private Wealth Strategies – The Great Investing Alternative.”

 

 

 

 

 

Shannon Pineau
Exempt Market Dealing Representative

E: shannon@whitehaven.ca
C: 403-872-4010

shannonpineau.com

 

This blog post is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This blog post is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an offering memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the offering memorandum with your professional adviser(s) before making any investment decision. This blog post and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.
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Private Portfolio Management – Building the “Foundation” of Your Portfolio

Private Portfolio Management

Building the Foundation of Your Portfolio

 

Portfolio Management – An Overview

As your wealth continues to grow over time, more sophisticated investment options become available to you and you begin to have access to the same portfolio options as high net worth and institutional investors.

These higher net worth and institutional investors have access to professional Portfolio Managers who make investment decisions based on a client’s goals and objectives.

Discretionary Portfolio Management is offered at all the major banks and financial institutions and generally becomes available to investors when they have a minimum investment portfolio amount of $200,000.

 

PRIVATE Portfolio Management

Private Portfolio Management companies, on the other hand, are found outside of the major banks.  These are large private firms that manage the assets of some of Canada’s wealthiest families.

There are many benefits to Private Portfolio Management and the following will explain why I feel this is an excellent place for my clients to build the “foundation” of their portfolio – as an alternative to traditional investment types.

_______________________________________________________________

Private Portfolio Management – The Benefits:

 

Potentially Higher Returns

Private Portfolio Managers have access to unique, alternative investment strategies which can give them an edge in the marketplace.

This in turn allows them to achieve greater downside protection for their clients…

Downside Protection

With typical investments that follow the markets, a profound loss can be hard for investors (particularly retirees) to recover from.

It’s important to hire a Portfolio Manager that historically has proven to shelter client portfolios in challenging markets.

Downside protection can lead to more consistent returns over time.

More Consistent Returns

The public stock markets can experience a lot of volatility.

Private Portfolio Managers have shown their ability to offer a more consistent return for their clients which is important as you grow your portfolio and also as you draw on funds through retirement.

Excellent Companies Available

There are strong companies available with long track records of results for their clients.

_______________________________________________________________

To Sum Up

I hope this has been a helpful summary to explain some of the benefits of Private Portfolio Management.  This can be an excellent, alternative option for the “foundation” portion of your investment portfolio.

I am very happy to have this strategy to offer to my clients.  If you want to talk more specifically about the Private Portfolio Managers that I offer through referral, and their performance to date – contact me.

Thanks for reading!

 

P.S. If you want to learn more about Private Wealth Strategies in general, I invite you to read my post “Private Wealth Strategies – The Great Investing Alternative“.

 

 

 

 

 

Shannon Pineau
Exempt Market Dealing Representative

E: shannon@whitehaven.ca
C: 403-872-4010

shannonpineau.com

This blog post is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This blog post is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an offering memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the offering memorandum with your professional adviser(s) before making any investment decision. This blog post and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.
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How Can You Access Private Wealth Strategies?

How Can You Access Private Wealth Strategies?

Private Wealth Strategies can be more difficult to access than traditional investment products such as stocks and mutual funds.

To access Private Wealth Strategies like Private Portfolio Management or private investment funds in the Exempt Market – you have to look outside the big banks and find a professional that works in the Private Investment Markets.

For example – an Exempt Market Dealing Representative such as myself!

The Two Main Private Wealth Strategies:

When it comes to Private Portfolio Managers – they are the experts in their field and they have long track records to demonstrate that.

My role is to find the best Private Portfolio Management companies  and set up referral arrangements with them so that I can offer their services to my clients.  These private companies manage the investment portfolios of many of Canada’s wealthiest families and are generally not available to the average investor.  I can offer you that access.

In the Exempt Market – you need to find a licensed Exempt Market Dealing Representative who has the education AND experience to guide you through these types of investments.  It’s a higher risk space and it’s still relatively new to the “average” investor so it’s important to find someone who can explain it well and make sure these types of investments are suitable for you.

I can help you find the best Private Wealth Strategies to suit your financial needs!

 

– When it comes to Private Portfolio Managers, I have referral relationships with some of the largest and best in the business.  These companies can show you their own track records of results and I can help with the process of investing with them.

 

– In the Exempt Market – I am a licensed Exempt Market Dealing Representative and I work with an excellent Exempt Market Dealer called WhiteHaven Securities.  Most importantly though – in my humble opinion – is that I am very experienced in this market.  I have been offering private investments to my clients since 2007 and for most “average” investors, that’s about as long as private investments have been available to them.  It’s still a very new market to most and there have been many ups and downs, so experience is very important.

 

If you’ve read through some of my other posts – I’m very hopeful that you now have a better understanding of the Private Investment markets in Canada.  Here are two final questions that might be on your mind:

“Why Consider Private Wealth Strategies?” – Why would you choose these types of investment opportunities over more traditional options? And…

“Are Private Wealth Strategies Too Risky & Can You Lose All Of Your Money?” – Usually the biggest fear in almost anyone’s mind so it’s always good to talk about it.

 

I really appreciate you reading my post!  If you would like to talk further, with no obligation, please contact me today.

 

 

 

 

 

Shannon Pineau
Exempt Market Dealing Representative

E: shannon@whitehaven.ca
C: 403-872-4010

shannonpineau.com

 

This blog post is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This blog post is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an offering memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the offering memorandum with your professional adviser(s) before making any investment decision. This blog post and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.

 

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An 80/20 Approach To Investing – Using Private Wealth Strategies

An 80/20 Approach To Investing – Using Private Wealth Strategies

Previously, I’ve talked about keeping investing simple and starting with an 80/20 approach – with 80% being the more secure “foundation” of your portfolio and 20% being the potentially higher risk “opportunity” portion of your portfolio.

 

To summarize, the majority of investors stick to mutual funds, bonds, GIC’s and individual stocks to fill these two main pieces of their portfolio and save for retirement.

There is nothing wrong with this strategy but, eventually, many investors start looking for better results.

The questions are though:

Where can you find potentially better results?  Where can you find investment strategies that are not mainstream, that can potentially offer higher, more consistent returns, but that also don’t hold too much risk?

The answer to these questions is to consider Private Wealth Strategies and here’s what that might look like in your portfolio…

An 80/20 Approach Using Private Wealth Strategies

Using the 80/20 rule in the private markets means that the “foundation” of your portfolio would be invested with a Private Portfolio Manager and the “opportunity” portion of your portfolio, if suitable, would be invested in the higher risk Exempt Market.

 

Here is a brief summary of the two components:

 – Private Portfolio Managers utilize alternative investing strategies which have the potential to offer stable, more consistent returns over time.  There are portfolios to suit almost any type of investor – from conservative (lower risk) to growth (higher risk).  Private Portfolio Management is a premium investment strategy that would not generally be accessible to the average investor.  In the private investment markets, this can be an excellent choice for the “foundation” portion of your portfolio.

 

– The Exempt Market can be a very good choice for anyone that is looking to fill the “opportunity” portion of their portfolio.  This allocation would be made up of higher risk investments that would ideally provide much higher than average returns.  Finding these types of investments can be difficult for the average investor .  The Exempt Market is well regulated and comes with industry professionals to guide you through it.  It’s still high risk and not suitable for everyone – BUT – if higher risk investments are suitable for a portion of your portfolio, the Exempt Market has some excellent opportunities available.

TO SUM UP:

Private Portfolio Management offers a variety of risk levels and is suitable for almost any level of investor.  80% of your portfolio is always a starting point here but it could be more depending on your age and risk tolerance.  To learn more about Private Portfolio Management please click here.

The Exempt Market is higher risk and 20% is a starting point here as well.  Depending on your age and risk tolerance, this allocation might be far lower and we might find that the Exempt Market is not suitable for you at all.  To learn more about the Exempt Market, please click here.

 

If this all sounds interesting to you, the next question is…”How Can You Access Private Wealth Strategies?”

 

I really appreciate you reading my post!  If you would like to talk further, with no obligation, please contact me today.

 

 

 

 

 

Shannon Pineau
Exempt Market Dealing Representative

E: shannon@whitehaven.ca
C: 403-872-4010

shannonpineau.com

 

This blog post is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This blog post is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an offering memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the offering memorandum with your professional adviser(s) before making any investment decision. This blog post and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.
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How “Most” People Invest Their Money

How “Most” People Invest Their Money

In my last post I talked about a very simple approach to investing – using the “foundation” of your portfolio for stability and the “opportunity” portion of your portfolio for potentially higher risk/higher reward investments.

 

There are so many choices when it comes to investing your money and this is where investors often become overwhelmed and, in many cases, fearful.  They don’t have a lot of time to learn about investing and they don’t want to make any mistakes and potentially lose their money.

 

Because of this, most average investors stick to the Public Investment Markets and fill the “foundation” portion of their portfolio with mutual funds, bonds and GIC’s – and then look at a few individual stocks for the “opportunity” portion. ***

 

The main challenge in this plan is that mainstream investments often equal mainstream results.

And while investors want to keep their money safe, at the same time they want to make a good, consistent return on their investments so that they can fund an excellent retirement!

What is the alternative?

The alternative is to invest in Private Wealth Strategies and I’ll show you what “An 80/20 Approach Using Private Wealth Strategies” might look like.

 

  • ***(There can be many variations here – particularly if you have a little more experience with investing.  You might have things like investment real estate in your “foundation” and you could have any number of higher risk ventures within your “opportunity” allocation.  I’m being very general in this post because I feel a great many investors fall into a fairly basic overall investing plan.  And in my opinion – it is ALL good because people are saving, they are investing and they are learning a lot along the way.  And now you’re expanding your knowledge even further with Private Wealth Strategies!)***

 

I really appreciate you reading my post!  If you would like to talk further, with no obligation, please contact me today.

 

 

 

 

 

Shannon Pineau
Exempt Market Dealing Representative

E: shannon@whitehaven.ca
C: 403-872-4010

shannonpineau.com

 

This blog post is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This blog post is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an offering memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the offering memorandum with your professional adviser(s) before making any investment decision. This blog post and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.
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Investing: Keeping It Simple At Any Age – An 80/20 Approach

Investing: Keeping It Simple At Any Age – An 80/20 Approach

When it comes to investing, I like to keep things simple.  I understand that the majority of people don’t have a lot of time to dedicate to their finances and so it’s important, in my opinion, to follow some key fundamentals.  These include:

– Finding quality investment products that you understand and are comfortable with.

– Finding strong investments that can offer solid rates of return.

– Growing your wealth through regular contributions.

– Preserving your wealth when you start to draw on it through retirement.

– Finding an advisor that you trust and feel comfortable with to help you with your investment goals.

THE 80/20 PORTFOLIO

When I first meet with clients, I always start out with an 80/20 approach to investing.  With 80% being the Foundation of your portfolio and 20% being the Opportunity portion of your portfolio.

 

These percentages can change and fluctuate depending on many factors – like your age, time horizon to retirement, risk tolerance and financial objectives –  but it’s a good starting point.   Let’s look at this a little closer.

The Foundation (80%)

The foundation of a portfolio is generally made up of stable, consistent investments that are lower risk in nature.  The foundation is an anchor that provides a sense of stability and direction for a portfolio.  Investors have a higher comfort level here so they take larger, more significant positions.

When I meet with a new client, the foundation portion of their portfolio may be higher than an 80% allocation if they are older or already in retirement – and it might be less than 80% if they are younger and have more time for growth.

The Opportunity (20%)

The opportunity portion of a portfolio can be more aggressive and can take on higher risk for potentially higher returns.  The allocation to the opportunity portion of your portfolio can also fluctuate depending on some of the factors mentioned above.

Now let’s talk about “How Most People Invest Their Money” using this 80/20 strategy and what the alternatives are.

 

I really appreciate you reading my post!  If you would like to talk further, with no obligation, please contact me today.

 

 

 

 

 

Shannon Pineau
Exempt Market Dealing Representative

E: shannon@whitehaven.ca
C: 403-872-4010

shannonpineau.com

 

This blog post is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This blog post is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an offering memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the offering memorandum with your professional adviser(s) before making any investment decision. This blog post and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.
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Public vs. Private Investment Markets – What’s The Difference?

Public vs. Private Investment Markets – What’s The Difference?

The “average” investor in Canada is largely only familiar with the Public Investment Markets.  I’ll break this down in a little more detail in this post but, in general, for anyone that doesn’t have a whole lot of investing experience – the Public Investment Markets are definitely the most familiar and easy to access.

What most people don’t realize is that there is a whole other world of investing out there –  in the Private Investment Markets.

 

And because it’s not as familiar, most investors tend to shy away from private investing thinking that it is too complicated or too risky to investigate further.

That’s where I come in because I spend most of my time educating people about this topic and helping them discover the private investing world and all it has to offer.

 

So what’s the difference between the two?  Let’s talk about it in a little more detail here…

THE PUBLIC INVESTMENT MARKETS

– These are the most common investment types found in the public markets and you can purchase them through the major banks and other publicly traded financial institutions.

– Almost everyone uses one or more of these investment types as they are the most well known and easy to participate in.

All investment strategies have their pros and cons and these are all good options to get started in investing and grow your portfolio over time.

THE PRIVATE CAPITAL MARKETS

– Private investment strategies are largely found outside of the major banks and financial institutions.

– The Private Capital Markets are regulated by the Provincial Securities Regulators.

– The private capital markets are not as well known and it’s important to work with an experienced professional in the industry.

– There are a wide variety of investment opportunities available in the private capital markets and they primarily fall into 2 categories – The Exempt Market and Private Portfolio Management.

TO SUM UP

The Private Investment Markets can be an excellent space to potentially make higher returns on your investments.  It can also be a great option to add some great diversification to your portfolio.

Let’s take a step back though and I’ll tell you about a very simple investment strategy that anyone can use – “Investing: Keeping it Simple at Any Age“.

 

I really appreciate you reading my post!  If you would like to talk further, with no obligation, please contact me today.

 

 

 

 

 

Shannon Pineau
Exempt Market Dealing Representative

E: shannon@whitehaven.ca
C: 403-872-4010

shannonpineau.com

 

This blog post is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This blog post is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an offering memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the offering memorandum with your professional adviser(s) before making any investment decision. This blog post and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.
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PRIVATE WEALTH STRATEGIES – The Great Investing Alternative

PRIVATE WEALTH STRATEGIES – The Great Investing Alternative

At some point in their investing career, many investors will go looking for different options.  They want some alternatives to the “usual fare” of mutual funds and GIC’s and, in particular, they are looking for:

– Higher, more consistent returns

– Investments that don’t necessarily correlate with the public stock markets

Essentially, when you are in mainstream investments you tend to get mainstream results.

When everyone is invested in the same thing, the returns can be quite similar, and there is very little room for industry professionals to step outside of the box in order to achieve a better result.  I am speaking very generally here but I think you will understand the premise.

More importantly, when you are in the public markets, it can be very difficult to maintain any consistency with your investments.

There can be a lot of market volatility, particularly with all of the unrest – both politically and economically – in the world today.  This lack of consistency makes it difficult to grow your portfolio over time and it also makes it very difficult for seniors who are drawing on their investments to maintain their income levels.

One of the most common concerns that I hear from clients is that they wonder if the market will crash and, if it does, how long the downturn will last.

Private Wealth Strategies can be a great alternative for your investment portfolio.

I am very happy that you found my website in your search for new investment options.  I have a lot of information that I can give to you but I definitely don’t want to overwhelm you!

The Private Investment Markets are new to most investors so you can look through my blog for any information you like.  In order to keep things simple through this introduction though, I’ve put links at the bottom of each post if you want to go in order:)

Let’s start with the basics…”Public vs. Private Investment Markets – What’s The Difference?”

 

I really appreciate you reading my post!  If you would like to talk further, with no obligation, please contact me today.

 

 

 

 

 

Shannon Pineau
Exempt Market Dealing Representative

E: shannon@whitehaven.ca
C: 403-872-4010

shannonpineau.com

 

This blog post is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed the information contained herein. This blog post is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Trust has prepared an offering memorandum for delivery to prospective investors that describes certain terms, conditions and risks of the investment and certain rights that you may have. You should review the offering memorandum with your professional adviser(s) before making any investment decision. This blog post and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.
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