STAR
Evergreen Fund

1: Projections contained herein are subject to numerous risks described in the PPM, and actual results may differ from projected results. Projected gross return target does not take into account Investment Management Fees, Incentive Allocation or Fund expenses). Net returns will be reduced by these amounts. Net returns do not take into account taxes payable by an investor or any taxes, such as withholding taxes, paid by the Fund or any of its subsidiaries on behalf of one or more investors. Therefore, net returns to all investors will be reduced by the amount of any such investor-level taxes.

2: Past performance is not indicative of future results.

3: Gross IRR and equity multiples for realized investments are reported net of acquisition fees, asset management fees, and entity expenses, but do not include the impact of promote.

4: Affiliate transactions will be based on FD Stonewater’s determination of value and approved by the Advisory Committee. FD Stonewater will waive the acquisition fee on these transactions.

5: Unless otherwise approved by Advisory Committee.

This investment opportunity is only available to (a) “accredited investors” as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or (b) non-U.S. persons that meet the requirements set forth in Regulation S promulgated under the Securities Act. The information contained herein may not be distributed, circulated, quoted, or otherwise disseminated or reproduced without the prior written consent of FD Stonewater, LLC*(“FDS”). This is not an offer to sell or a solicitation of an offer to purchase any securities of FDS or any affiliate, and any such offers will only be made pursuant to a private placement memorandum or similar disclosure document (“Private Placement Memorandum”) and other definitive documentation relating to any such security. The above information excludes material information detailed in such documentation, including, but not limited to, risk factors. Investors should make a decision to invest based solely on the information provided in such documentation. FD Stonewater, LLC and its affiliates have a financial interest in the investors’ investment in this FD Stonewater sponsored Fund on account of the investment management fees FDS Investment Management, LLC receives from the Fund and other fees as disclosed in the Private Placement Memorandum and governing documents of the Fund.  Capitalized terms used above are as defined in the limited partnership agreement of the Fund, as amended from time to time.  As used herein “Fund” refers to FD Stonewater STAR Evergreen Fund, L.P., a Delaware limited partnership.

The above information includes financial projections and other forward-looking statements that involve risk and uncertainty. Sentences or phrases that use words such as “expects”, “believes”, “anticipates”, “plans”, “may”, “can”, “will”, “projects” and others, are often used to indicate forward-looking statements, but their absence does not mean a statement is not forward-looking. These forward-looking statements, including estimates of returns or performance, are based upon certain assumptions. Other events, which were not taken into account, may occur and may significantly affect performance. Any assumptions should not be construed to be indicative of the actual events that will occur. Actual events are difficult to predict and may depend upon factors that are beyond the control of FDS and its affiliates. Certain assumptions have been made to simplify the above information, and, accordingly, actual results will differ, and may differ significantly, from those presented. Some important factors which could cause actual results to differ materially from those projected or estimated in any forward-looking statements include, but are not limited to, the following: changes in interest rates and financial, market, economic or legal conditions. In addition, the degree of risk will be increased as a result of the leveraging of investments. Other risks are described in the disclosure and other documents related to particular investments. Accordingly, there can be no assurance that targeted returns or projections can be realized or that actual returns or results will not be materially lower or inferior than those targeted herein. Such targeted returns and projections should be viewed as hypothetical and do not represent the actual returns that may be achieved by an investor. Unless otherwise stated, the projected or targeted performance information shown herein is shown gross of fees and expenses, the projected or target performance information does not reflect the deduction of costs and expenses, including management fees, that may be payable to manage the portfolio and that would reduce the projected benchmark, target or pro forma returns. Actual performance results will be reduced by fees, costs and expenses including but not limited to investment management fees and other costs such as custodial, reporting, evaluation and advisory services. Investors should conduct their own analysis, using such assumptions as they deem appropriate, and should fully consider other available information, including the information described in the disclosure and other documents related to particular investments in making an investment decision.

In considering the prior performance information contained herein, investors should bear in mind that past performance is not necessarily indicative of future results and there can be no assurance that any investment will achieve its targeted results. Property performance and realization information is provided in the quarterly reporting for the Fund.  Results may not reflect returns through the full life of such investments. In addition, investment strategies described herein are subject to change.

An investment in the Fund is speculative and involves a high degree of risk.  Only investors who can withstand the loss of all or a substantial part of their investment should consider investing in the Fund.

All information herein is given as of November 9, 2022, unless otherwise stated, and FDS undertakes no obligation to update any such information.

*As used herein, unless the context otherwise requires, “FDS”, “FD Stonewater” or the “Firm” refers collectively to FD Stonewater, LLC, and its affiliates and subsidiaries, including FDS Investment Management, LLC.