Disclaimer

An investment in RVAlliance (the “Vehicle”) involves a high degree of risk and is suitable only for investors that have no immediate need for liquidity of the amount invested and can withstand a loss of their entire investment in the Vehicle. When analyzing an investment in the Vehicle, prospective investors should consider, without limitation, the following risks, and should also carefully review the more thorough discussion of risk factors and potential conflicts of interest contained in the Private Placement Memorandum, Operating Agreement and Subscription Agreement for the Vehicle (collectively, the “Vehicle Documents”). Prior to making a decision to invest in the Vehicle, investors should carefully review the Vehicle Documents. Any of the information contained above is qualified in its entirety by the information contained in the Vehicle Documents.

No Assurance of Investment Return; Possible Loss of Entire Investment

Rose Valley cannot provide any assurance that it will be able to choose, make and realize investments in any particular asset or portfolio of assets. Similarly, there can be no assurance that the Vehicle overall will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the types of assets the Vehicle will be targeting. There can be no assurance that any investor will receive any distribution from the Vehicle. Accordingly, an investment in the Vehicle should only be considered by persons who can afford a loss of their entire investment. Prospective investors are cautioned that past performance of investment entities associated with Rose Valley or its affiliates is not necessarily indicative of future results and provides no assurance of future success.

Returns May Not Be Equivalent to Those of Prior Investment Vehicles Managed By Rose Valley

There can be no assurance that the Vehicle’s returns will approach the individual or collective historical performance of other Rose Valley investment vehicles. Prior investment vehicles managed by Rose Valley invested in a single asset, and, unlike the Vehicle, are not discretionary Vehicles. There are significant differences between the return and risk profiles of single asset vehicles and discretionary Vehicles, such as the Vehicle. In addition, fees and sponsor compensation differ between singe asset vehicles and discretionary Vehicles. The loss of all or a portion of the amount invested in any of the Vehicle’s investments is possible.

Investments Not Yet Identified

The specific investments being pursued by the Vehicle may not yet have been identified. Investors will be investing in a discretionary Vehicle and will not have the right to approve of investments selected by the Vehicle for investment.

Lack of Liquidity

An investment in the Vehicle will be highly illiquid and requires a long-term commitment, with no certainty of return. Rose Valley anticipates a long time period between the initial capitalization of the Vehicle and the time when the Vehicle’s investors may receive distributions, if any. Additionally, the types of assets in which the Vehicle intends to invest are illiquid and will remain so for an indefinite period. Depending on market activity, volatility, applicable laws and other factors, the Vehicle may not be able to promptly liquidate its investments at an attractive price or at all. The sale of any such investments may be subject to delays and additional costs and may be possible only at substantial discounts.

Dependence on Key Personnel

The success of the Vehicle will be dependent on the financial and managerial experience of Rose Valley and its personnel. There can be no assurance that current Rose Valley personnel will continue to be associated

with Rose Valley or its affiliates throughout the life of the Vehicle. Similarly, there can be no assurance that the members of the Vehicle’s investment committee will remain the same during the life of the Vehicle. If the Vehicle’s management team cannot agree on decisions affecting the Vehicle, it may adversely impact investment results of the Vehicle, or the loss of personnel. Additionally, Rose Valley personnel may be engaged in other activities besides management of the Vehicle.

Risks Inherent in Real Estate Investments

All real estate investments are subject to some degree of risk. For example, real estate investments are relatively illiquid and, therefore, may tend to limit the Vehicle’s ability to promptly adjust the Vehicle’s portfolio 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 the Vehicle will not decrease in the future or that the Vehicle will recognize full value for any investment that the Vehicle is required to sell for liquidity reasons. Other risks include changes in zoning, building, environmental and other governmental laws, changes in operating expenses, changes in real estate tax rates, changes in interest rates and changes in the availability, costs and terms of mortgage Vehicles, energy prices, changes in the relative popularity of properties, the ongoing need for capital improvements, cash flow risks, construction risks, as well as natural catastrophes, acts of war, terrorism, civil unrest, uninsurable losses and other factors beyond well as natural catastrophes, acts of war, terrorism, civil unrest, uninsurable losses and other factors beyond the control of the Vehicle or the management team.