NYPPEX relies upon the current interpretations by the Securities and Exchange Commission and the Courts of Section 4(2) of the Securities Act of 1933, as amended, Rule 144A, Rule 144, and Regulation D to conduct its private trading businesses. Such interpretations may change at any time without notice. Members agree to assume these risks when doing business with NYPPEX.

Unregistered Securities (or restricted securities) have a higher degree of risk than publicly-traded SEC registered securities. Unregistered securities are not registered with the SEC for a variety of reasons including a) incomplete information about the security and issuer, b) the lack of independent market pricing of the restricted security (NYPPEX may be presenting a seller’s order to you, and therefore, our opinion on fair value is not independent), c) illiquidity, and d) a lack of operating history for certain issuers.

In general, you should only acquire restricted securities if you can hold long-term (e.g. for 5 to 10 years or more) and if you can bear the complete loss of your investment. You should have sufficient and additional sources of liquidity to adequately pay for your anticipated operating expenses and any emergency-related expenses.

Certain sophisticated investors make allocations to alternative assets seeking the opportunity to generate superior returns and to reduce their portfolio’s correlation to the public markets. Such investors have the view that inefficiencies in the private markets may provide significant opportunities.

Restricted securities are illiquid. Restricted securities cannot be sold into the public securities markets. In general, restricted securities may only be purchased by a) Accredited Investors, Qualified Clients or Qualified Purchasers (depending on each issuer’s investor requirements), b) persons that are 21 years of age or older and c) financially sophisticated persons.

Restricted securities have not been registered with or qualified by the Securities and Exchange Commission ("SEC") or any state regulatory authority.  In general, securities in private companies, and interests in private equity (and other) partnerships and hedge funds are restricted securities.

Restricted securities are purchased or sold in reliance upon exemptions from such registration or qualification requirements. Restricted securities cannot be sold, transferred, assigned or otherwise disposed of except in compliance with the restrictions on transferability contained in each issuer’s operating agreement and applicable federal and state securities laws.