Disclosures and Forward-Looking Statements

Qualified Information

This document contains certain summary information regarding the potential offering of limited partner interests (“Interests”) in Relay Investments II, L.P. (the “Fund”). The information set forth herein is qualified, in its entirety, by the constitutive documents of the Fund. The information contained herein has been prepared on a confidential basis solely for the benefit of select, qualified individuals and entities for informational and discussion purposes only in connection with the potential private placement of the Interests in the Fund and does not constitute an offer to sell or a solicitation of an offer to purchase an Interest in the Fund. Any such offer or solicitation shall be made only pursuant to certain confidential summary materials that may be provided at a later date by the Fund and such constitutive documents, which describe, among other things, certain risks related to an investment in the Fund and which qualifies in its entirety the information set forth herein (collectively, the “Materials”).

Confidentiality & Assurances

All information contained herein is proprietary and confidential. Any reproduction or distribution of this document, in whole or in part, or the disclosure of its contents, without the prior written consent of Relay Investments Management, LLC (“Relay”) is prohibited. This document must be destroyed or returned to Relay upon request. The statistical data and other factual statements contained herein have been obtained from publicly available documents, or other sources considered by Relay to be reliable, but no representations are made as to their accuracy. Recipients of this document should be aware that past performance of the Relay team of investment professionals, or the past performance of collective investment vehicles sponsored by Relay, is not necessarily indicative of the future performance that can be expected by investors in the Fund. Accordingly, there can be no assurance that the Fund will achieve comparable results or that the Fund will be able to implement its investment strategy or achieve its investment objective.


The Interests have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws or the laws of any foreign jurisdiction. The Interests will be offered and sold under the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and other jurisdictions where the offering will be made. The Interests will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the applicable statutes. In addition, such Interests may not be sold, transferred, assigned or hypothecated, in whole or in part, except as provided in the Fund’s organizational documents. Accordingly, investors should always be aware that they will be required to bear the financial risks of an investment in the Interests for an indefinite period of time. The Fund will not be registered as an investment company under the Investment Company Act of 1940 (the “Investment Company Act”). Consequently, investors will not be afforded the protections of the Investment Company Act.

Forward-Looking Statements

Certain statements contained herein, including without limitation, the words “believes,” “anticipates,” “intends,” “expects,” “may,” “plans,” “projects,” “will,” “would,” and words of similar import, constitute “Forward-Looking Statements.” Such Forward-Looking Statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance or achievements of the Fund to be materially different from any future results, performance or achievements expressed or implied by such Forward-Looking Statements. Any analysis of potential investments is necessarily based on past performance which is not necessarily indicative of future results. The Fund cannot guarantee that it will actually achieve the plans, intentions or expectations expressed or implied in such Forward-Looking Statements. Investors should not rely on Forward-Looking Statements as representing the views the Fund or Relay as of any date subsequent to the date set forth on the cover page hereof. The Fund is not required to update any information contained herein. None of the information contained herein is intended as investment advice or securities recommendations.

Past performance does not guarantee future results.