Private Placement Memorandum - Agrimex Capital

management functions of the project, including but not limited to those describe
above, the membership could suffer a loss of all or substantially all of its assets.
Even where the General Partner performs the management functions described
above, there may be other factors or events that may negatively impact the value of
the membership.
Commodity Input Risk. If the inputs and raw materials used for production
fluctuate high in price, the returns will be affected as costs will rise and may cause
the project to present small or no returns.
GENERAL RISKS OF INVESTING IN MEXICO
Currency Risk. While investments in the membership will be made in U.S. dollars,
the LLC will invest in Mexico in investments denominated in Mexican currency.
Even where the LLC’s investments are profitable, there is risk that the currency may
be devalued, and, as a result, the LLC’s investments could lose a substantial
amount, or all of its value. The LLC may enter into futures, swaps, forwards, or other
investments designed to hedge against currency risk, however, there can be no
assurance that such investments will be successful in managing the risk.
Tax or Regulatory Risk. Investments in the LLC membership may have
unintended tax consequences for the Investors. Tax or Regulatory changes, or
other government action in Mexico may have a negative impact on the member’s
investments or on particular Investors. While the Managing members will generally
attempt to structure investments in a way that is tax efficient for the majority of
Investors, there is no assurance that this can be achieved or that a change in tax
law, a regulatory event, or other government action will not cause a substantial loss
to the investment.
Illiquidity of membership’s Investments. The membership’s investments will not
be listed on a stock exchange. There is no expectation that a market for the
membership’s investments will develop. The membership generally will attempt to
exit or otherwise dispose of its investment through public or private sales of the
investments. However, there is substantial risk that the membership will be unable
to sell or otherwise dispose of its investments during the term of the membership.
The illiquidity of the membership’s investments combined with the concentration of
its investments in one sector and in one region of the world, may result in a loss of
all or substantially all of an investment in the membership.
Other Investment Risks
Market Illiquidity and Volatility. Mexican private securities are smaller, less liquid
and more volatile than securities on the major securities markets in the United