Neither the Securities and Exchange Commission (SEC) nor any federal or state securities commission, or any other regulatory authority has recommended or approved of the investment or the accuracy or inaccuracy of any of the information or materials provided by or through the website. Investments are not bank deposits, are not insured by the FDIC or by any other Federal Government Agency, are not guaranteed by Stanhope Capital LLC and may lose value. The Promissory Note Agreement is limited to a the “contractual right to a percentage of the loan payments” and does not constitute a sale of a fractional interest in the loan. A Promissory Note Agreement is not considered a Security by the Securities and Exchange Commission (SEC). The Promissory Note Agreement defines the loan amount, the loan maturity date, the participation type, the participants expected yield (assuming payments are made by the underlying borrower) and the Participation Amount that you are choosing. Stanhope Capital LLC does not make investment recommendations and this message should not be construed as such. Any investment information contained herein has been secured from sources at Stanhope Capital LLC that it believes are reliable, but we make no representations or warranties as to the accuracy of such information and accept no liability therefor. We recommend that you consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity. Past performance is not indicative of future performance. Investors should not rely on forward-looking statements because such statements are inherently uncertain and involve risks. No returns are guaranteed and these types of investments involve risk. The offerings and services offered by Stanhope Capital may not be suitable for all investors. If you have any doubts as to the merits of an investment, you should seek advice from an independent financial advisor.

The Supreme Court in 1990 in Reves v. Ernst & Young determined that there is a presumption that every note is a security but then directs the courts to look at the following four factors (1. The motivation of the parties 2. Plan of distribution 3. Reasonable expectations of investors 4. Existence of other risk-reducing factors that render the application of securities laws unnecessary) to determine whether the note is in fact a security. The Second Court found that three of the four Reves factors led to the conclusion that the term loan was not a security, with only the first factor (motivation of the parties) indicating that the loans could be securities because the buyer and seller had mixed motivations for entering into the transaction. Promissory Notes issued by Stanhope Capital LLC are secured notes and not publicly traded, thus not a Security.