Risk & Investment Disclosures

1. General Investment Risk

An investment in a Senioa Life fund involves a high degree of risk, including the risk of loss of the entire investment. Prospective investors must be able to bear the economic risk of an investment for an extended period and should have no need for liquidity from the investment.

2. Illiquidity and Lockup

Interests in Senioa Life funds are illiquid. There is no public market for fund interests and none is expected to develop. Transfers of interests are subject to significant restrictions in the applicable Limited Partnership Agreement and generally require the consent of the general partner. Fund terms typically extend ten (10) to twelve (12) years, with two optional one-year extensions.

3. Capital Calls

Limited partners are required to fund a specified percentage of their capital commitment when called by the general partner, generally on ten (10) business days' notice. Failure to fund a capital call may result in loss of a portion or all of a limited partner's interest, dilution, forced sale, or other remedies described in the Limited Partnership Agreement.

4. Leverage

Senioa Life funds may use leverage at the fund level, the asset level, or both. The use of leverage magnifies gains and losses, may increase volatility, and could result in a total loss of invested capital. Fund-level and property-level financing terms are set forth in each fund's Private Placement Memorandum.

5. Sector Concentration

Senioa Life funds concentrate in the senior housing and care sector, including independent living, assisted living, memory care, and skilled nursing. This concentration exposes investors to sector-specific risks including regulatory reform (including changes to Medicare and Medicaid reimbursement), workforce shortages, tort liability, licensing risk, insurance-cost volatility, and demographic assumptions that may not materialize as projected.

6. Operator and Key-Person Risk

The success of the funds depends significantly on the continued involvement of Senioa Life's senior investment and operating professionals, including Alexandra Pohl, Founder & CEO. The loss of one or more key persons may have a material adverse effect on a fund's ability to execute its strategy. The applicable Limited Partnership Agreement contains a key-person provision governing this scenario.

7. Valuation

Senioa Life fund holdings are primarily private and are valued in accordance with the Adviser's Valuation Policy, which is generally consistent with ASC 820 fair-value principles. Reported valuations reflect the Adviser's good-faith estimate; they are not liquidation values, are inherently subjective, and may differ materially from prices ultimately realized on disposition.

8. Past Performance

Past performance is not indicative of future results. Any performance targets, IRR ranges, multiple-of-invested-capital targets, or benchmark comparisons discussed on this website or in fund materials are aspirational and there can be no assurance that any Senioa Life fund will meet or exceed such targets.

9. Fees, Expenses, and Carried Interest

Senioa Life funds bear customary organizational expenses, operating expenses, professional fees, and carried interest as fully described in each fund's governing documents. Investors should carefully review the Limited Partnership Agreement and Private Placement Memorandum for specifics, including a full illustrative example of the distribution waterfall.

10. Tax Considerations

An investment in a Senioa Life fund has complex U.S. federal, state, local, and non-U.S. tax consequences. Prospective investors should consult their own tax advisors before investing. Senioa Life does not provide tax advice. Fund interests may generate unrelated business taxable income (UBTI) for tax-exempt investors and effectively connected income (ECI) for non-U.S. investors; separate parallel or blocker structures may be available.

11. Conflicts of Interest

The Adviser and its affiliates may face conflicts of interest, including allocation of investment opportunities across funds, cross-fund transactions, and affiliated services arrangements. Conflicts are addressed in accordance with the Adviser's written Conflicts of Interest Policy, the applicable Limited Partnership Agreement, and, where required, review by the Limited Partner Advisory Committee.

12. Regulatory Status

Senioa Life Management, LLC intends to register as an investment adviser with the U.S. Securities and Exchange Commission upon exceeding applicable assets-under-management thresholds. Prior to such registration, the Adviser operates in reliance on available exemptions. Registration does not imply a particular level of skill or training.

13. Cybersecurity

Senioa Life relies on information systems that may be subject to cyberattacks, malware, phishing, or other data-security incidents. A successful attack could result in loss of data, business disruption, reputational harm, financial loss, and regulatory scrutiny. Senioa Life maintains a written cybersecurity program aligned to NIST Cybersecurity Framework 2.0.

Prospective investors are urged to consult their own legal, tax, and investment advisors before making any decision regarding an investment in a Senioa Life fund. Requests for full offering materials should be directed to [email protected].