DISCLOSURES

The Interests are speculative and involve a high degree of risk. A prospective Investor should be able to bear a complete loss of his, her or its investment.

The risks include:

• An Investor may not realize a return on the Investor’s investment and could lose the entire investment. For this reason, a prospective Investor should carefully read this Private Placement Memorandum (PPM) and should consult with his, her or its attorney, tax advisor, and business advisor prior to making the investment.

• There is no public market for the Interests and the Interests are being offered and sold pursuant to exemptions from the registration provisions of federal and state law.
• Distributions are not guaranteed and there is no assurance that dividends will be made or that any particular rate of distribution will be maintained.

These and other risks may impact NewStar Exchange’s financial condition, operating results, returns to its investors, and ability to make distributions as stated in the PPM. This investment is for accredited investors only and a PPM can be provided to accredited investors upon request.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved any offering of the Trust. Any representation to the contrary is a criminal offense.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. AN OFFERING IS MADE ONLY BY THE PRIVATE PLACEMENT MEMORANDUM (PPM). THIS MATERIAL MUST BE PRECEDED OR ACCOMPANIED BY A PPM. YOU SHOULD READ THE PPM IN ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT RELATES. AN INVESTMENT IN THE TRUST SHOULD BE MADE ONLY AFTER CAREFUL REVIEW OF THE PPM. ALL INFORMATION CONTAINED IN THIS MATERIAL IS QUALIFIED IN ITS ENTIRETY BY THE TERMS OF THE PPM. THE ACHIEVEMENT OF ANY GOALS IS NOT GUARANTEED.