Sample Private Placement Memo. Delineating major risks inherent in investments available through Regulation D exemption only to accredited investors.

1. USLS Life Settlement Fund I, LLC
Private Placement Memorandum

2. TABLE OF CONTENTS
Introduction 5
The Market 6
Industry Trends 10
Offering Summary 20
Risk Factors 26
Description of USLS 50
Investment Objective 54
Investment Management 56
Investor Suitability Standards 60
IRA and ERISA Considerations 64
Subscription Procedure 66
Certain Regulatory Matters 67
Tax Considerations 69
Exhibit A: Subscription Documents 70
Exhibit B: Operating Agreement 78

4. 4
USLS
Life
Settlement
Fund
I,
LLC

5. 5
Introduction
INTRODUCTION
USLS Life Settlement Fund I, LLC offers accredited investors the opportunity to participate in a pool of life insurance policies acquired
at a substantial discount from face value. USLS’s objective is to provide investors with favorable risk-adjusted returns on capital that
is uncorrelated to the stock market, while minimizing principal risk. USLS intends to invest the proceeds of the offering in a portfolio
of in-force life insurance Policies (or interests in such policies).
USLS intends to build the Portfolio with policies which it generally expects to hold until maturity; unless USLS determines that an
earlier sale represents an attractive alternative. The portfolio will target a minimum return of 1.5x funds raised through this offering
(return of capital plus a 50% return on capital), and USLS will target a maximum average weighted estimated life expectancy of 54
months, though there may be variances in average weighted estimated life expectancy as USLS seeks to capitalize on opportunities
to earn incremental risk-adjusted overall returns.
The Fund will be managed by Alpha Wealth, LLC. Mark Boehm, age 63, is the managing member of Alpha Wealth, LLC and he owns
90% of Alpha Wealth’s membership units. Mark attended Cornell University where he graduated with a Bachelor of Science (B.S.)
degree and he earned an M.B.A. from Southern Methodist University’s Cox School of Business. Mark has been working in the life and
annuity, and financial services industry since 2000.
The Manager invites potential investors to carefully review the Fund’s Private Placement Memorandum and encourages potential
investors to ask questions of management regarding the Fund’s forward operational plans and this Offering via email -
mark@ alphawealth.org.

6. 6
USLS
Life
Settlement
Fund
I,
LLC
THE LIFE SETTLEMENTS MARKET
In 1911, the U.S. Supreme Court ruled in Grigsby v. Russell that “it is desirable to give to life policies the ordinary characteristics
of property” including the right “to transfer” - marking the official inception of the life settlements market. A life settlement occurs
when an original policy owner sells their life insurance policy to a third-party investor, either directly or through an agent. The life
settlements market offers policy owners an opportunity to lawfully sell their policies to third-party investors for more than the “cash
value” offered by their life insurance companies. In a life settlement, investors legally assume all ownership rights to the policy and
the death benefit, the responsibility for future premium payments, and the right to monitor the life and health of the insured.
Many policyholders assume their only options are to hold the policy until maturity (i.e. the death of the insured), to let the policy
lapse, or to sell the policy back to the issuing insurance company for its cash surrender value. In fact, policy owners may choose to
sell their policies in the life settlements after-market instead of surrendering their policy to the insurance company.
Sellers of policies are typically either elderly individuals or businesses that own policies no longer wanted or needed. Commonly,
the premium payments are no longer affordable, the children that the policy was designed to protect have grown, the owner needs
cash to cover rising medical costs and living expenses, the owner wants to sell the policy and use the life settlement proceeds and
premium savings to enhance their quality of life, the savings the policy was designed to guarantee have been established, or a
business has been sold or the key man has retired.
The Life Settlements Market
THE MARKET

7. 7
The
Market
The life settlements market comprises an informal network of specialized companies and intermediaries that facilitate the sale of
existing policies by their owners to third-party investors. Life settlement providers purchase policies from policy owners, usually with
the assistance of brokers, and then sell those policies to investors. The life settlements market currently consists of two primary
segments:
1. Senior settlements - where the insureds generally are at least 65 years old but may not have any immediately life-threatening
health impairment, and
2. Viatical settlements - wherein the insured party may be of any age, has a documented chronic, life-threatening or terminal
illness, and is typically not expected to live more than two years.
A life settlement transaction may be mutually beneficial for both the policyholder and the investor. The owner is able to sell the
policy for more than the cash surrender value offered by his or her life insurance company and the buyer is able to purchase an
investment with a relatively high potential for return.
INVESTING IN LIFE SETTLEMENTS
Prior to 1998, investors in this market were mainly retail (individual private party) investors, who had provided the majority of
capital investment since 1911. Beginning in 1998, large financial institutions (including insurance companies) entered the market,
and since 2001 the life settlements market has grown steadily via an increasing share of institutional investor capital. Concurrently,
States have implemented regulations to strengthen retail consumer protection.
Over the past five years, the life settlements market has seen significant increases both in funds available to purchase policies and
consumer awareness. In 2019 Life Settlements Report 1
documented a 28% increase in policies sold in 2018 compared to 2017, while
the face amount of life insurance policies sold increased by about $1 billion, to $3.8 billion. As of October 2020, Conning 2
forecasts a
double-digit compound annual growth rate (CAGR) for the life settlements market over the next decade.

8. 8
USLS
Life
Settlement
Fund
I,
LLC
THE LIFE SETTLEMENTS MARKET DURING/POST-COVID19
Financial markets plummeted during the 2008 mortgage crisis, and much of the institutional funding for life settlements shifted to
other “opportunities” created by the crash. Recent history thus offers one example of what might happen to the life settlements
market in an economic downturn.
Should history repeat itself, institutional investors may allocate less capital to buy life insurance policies from individuals
interested in selling. This, in turn, would drive down offer amounts. Consequently, U.S. Life Settlements, LLC’s ability to acquire
Policies at a favorable price point providing attractive rates of return for the retail investor remains probable.
We remain in an extended low interest rate environment, and predictions are we will do so for the foreseeable future. Currently 10-
year Treasury bond yields remain below 2%. Yields on high-quality Corporate Bond issues are somewhat higher, commensurate with
their increased risk. From this perspective, the Targeted 1.5x return compares favorably.
Until widespread adoption of a proven safe and effective Covid-19 vaccine, pandemic effects on the financial markets are likely to
be felt for the immediate foreseeable future.
Harry Markowitz famously won the Nobel Prize in Economics for his work on modern portfolio theory. He demonstrated, at least in
part, that the overall risk (variance) of a portfolio can be decreased through allocation to asset classes that do not rise or fall in
tandem. Life Settlements exhibit little to no correlation to the Equities (Stock) Market. With the Equities Market exhibiting increased
volatility during the current pandemic, Life Settlements as a class will, in all likelihood, remain an alternative investment providing an
attractive rate of return.
(1) https://www.thedeal.com/solutions/life-settlements-report/
(2) https://www.conning.com/insurance-research/strategic-studies/press-release-article/Life Settlements - The Covid-19 Impact on Life Settlements/%
7B6A2EBFD3-25C4-4C99-BC6C-1F4D78C83368%7D

9. 9
The
Market

10. INDUSTRY TRENDS
1 2
3 Stability Of The Life Settlement Landscape
“Investors continued to show interest in life settlements in 2019. Several life settlement funds
announced the launch of new funds or the successful closing of funds,” said Scott Hawkins ,
a Director, Insurance Research at Conning. “Looking ahead, the combination of a prolonged
low interest rate environment, continued investment allocations to non-correlating alternative
asset classes, and the stability of the life settlement landscape points toward a continuation of
that trend. Of course, any forecast has to take into account the current and potential impact
from the COVID-19 pandemic.”
Source: Scott Hawkins, Director, Insurance Research at Conning in https://www.artemis.bm/news/life-settlements-
to-feel-effects-of-covid-but-wont-hinder-growth-conning/
Growth Positions:
• Demographics: An aging U.S. population poises
market for increased policy supply.
• Lifespans: Longer lives increase need for cash
in retirement years, which accentuates interest
in life settlements.
• Improved medical underwriting: Greater
accuracy in life expectancy predictions increases
profitability and investor demand for policies.
Source: https://www.magnalifesettlements.com/life-settleme
nt -industry-report/
Fourth Consecutive Year Of Growth
The life settlement market in 2019 enjoyed
its fourth consecutive year of growth in the
amount of face value settled. That said, the
life settlement industry is likely to have some
impact from the COVID-19 pandemic, according
to the latest life settlement annual report from
Conning.
Source: https://www.conning.com/insurance-research/
publications-and-subscriptions/article/2020%20-%20
Life%20Settlements/LDUM1020
10
USLS
Life
Settlement
Fund
I,
LLC

11. 4
5 Impact Of The Pandemic
In a recent webinar, jointly hosted by the London-based European Life Settlement Association (“ELSA”)
and the Washington, DC based Life Insurance Settlement Association (“LISA”), Mario Coniglio, Chief
Operating Officer of MLF LexServ, one of the oldest and largest servicing platforms operating in the life
settlement industry, presented data indicating the largest-ever increase in reported mortalities for a
single month (April 2020) in the company’s history. These observations are tempered by an awareness
that there is more uncertainty and volatility associated with the effects of COVID-19 on the population,
elderly and otherwise, such that no one is yet able to definitively evaluate the impact of the pandemic
on the life markets.
Source: www.elsa-sls.org
Continued Growth In The Life Settlement Market
“There are several other drivers that favor continued growth in the life settlement market,” said Steve
Webersen , Head of Insurance Research at Conning. “Investors will have a larger number of policies to
select from because of the increasing number of retiring baby boomers. In addition, the economic disruption
from COVID-19 may increase the appeal of life settlements to those retirees. The caution for investors,
however, is the potential impact on cost of insurance charges due to increased pressure on insurers from
extremely low interest rates.
Source: https://www.artemis.bm/news/life-settlements-to-feel-effects-of-covid-but-wont-hinder-growth-conning/
11
Industry
Trends

12. Confidential Private Placement Offering Memorandum
U.S. LIFE SETTLEMENTS, LLC
a Delaware limited liability company with an address at
300 Delaware Avenue
Suite 210-A
Wilmington, DE 19801
$2,500,000
U.S. LIFE SETTLEMENTS, LLC
12
USLS
Life
Settlement
Fund
I,
LLC

13. This Confidential Private Placement Offering Memorandum relates to an offering undertaken by U.S. Life
Settlements, LLC, a Delaware limited liability company (“USLS” or the “Fund”) of its non-voting Limited Liability
Company Units (the “Units”). There is no maximum or minimum number of Units being offered in this Offering.
USLS is offering the Units to accredited investors only.
An investor may invest a minimum of $25,000 with USLS (the “Investment Amount”), subject to USLS’s right
to accept lesser investments. USLS seeks to raise up to $2,500,000, which USLS’s management believes will
enable USLS to purchase life insurance policies with a face value of at least $3,750,000, representing a 1.5x
target return, although there are many factors that could impact the actual return, as discussed in more detail
throughout this Memorandum. USLS does not guarantee any investor any minimum return on his, her or its
investment in USLS’s Units.
The proceeds from the sale of the Units, less any fund formation fees, professional fees, management fees and
expenses, will be used to acquire variable life, universal life, convertible term life, and other policies that insure
the life of U.S. residents (a “Policy” or the “Policies”). Unless USLS’s management exercises its discretion to sell
a Policy or its entire portfolio of Policies or determines that it is in USLS’s best interests not to maintain a Policy
or Policies, USLS will own the Policies, hold them to maturity, and receive the death benefit. The death benefit or
proceeds from the sale of an individual Policy or multiple Policies will be used, solely in management’s discretion,
for distributions to Unit holders, to purchase additional Policies, to maintain a reserve for future premium
payments, to redeem Units, or for other corporate purposes related to USLS’s business.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR
GIVE ITS APPROVAL TO ANY SECURITIES OFFERED BY THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON
THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE
SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION;
HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES
OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
13
Private
Placement
Memorandum

14. THIS OFFERING INVOLVES SOME DEGREE
OF RISK. SEE “RISK FACTORS.”
March ___, 2022
14
USLS
Life
Settlement
Fund
I,
LLC

15. IMPORTANT CONSIDERATIONS
THE OFFERING AND THE SECURITIES OFFERED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED OR SOLD
EXCEPT TO A LIMITED NUMBER OF INVESTORS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED
TO BEAR THE FINANCIAL RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE
PURCHASERS ARE HEREBY NOTIFIED THAT THE ISSUER IS RELYING ON THE EXEMPTIONS FROM REGISTRATION
PROVIDED UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT. IN ADDITION, THIS OFFERING
HAS NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF ANY STATE IN RELIANCE ON EXEMPTIONS FROM
REGISTRATION FOUND IN THE RESPECTIVE SECURITIES LAWS OF SUCH STATES AND THE SECURITIES MAY BE
SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER IN SUCH JURISDICTIONS. ACCORDINGLY, PURCHASERS
OF THE SECURITIES OFFERED HEREBY MAY NOT SELL OR OTHERWISE TRANSFER SUCH SECURITIES EXCEPT
PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
EXEMPTIONS THEREFROM.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A DEGREE OF RISK. IT IS NOT EXPECTED THAT
SUCH SECURITIES WILL BECOME MARKETABLE. PURCHASE OF THESE SECURITIES IS SUITABLE ONLY FOR
PERSONS OF SUBSTANTIAL MEANS WHO HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT AND WHO CAN
AFFORD THE TOTAL LOSS OF THEIR INVESTMENT. SEE “RISK FACTORS.”
THE INFORMATION PRESENTED IN THIS MEMORANDUM WAS PREPARED BY THE FUND AND IS BEING FURNISHED
BY THE FUND SOLELY FOR USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO
PERSONS HAVE BEEN AUTHORIZED TO MAKE REPRESENTATIONS OR TO GIVE ANY INFORMATION WITH RESPECT
TO THE OFFERING OF THE UNITS OR THE OPERATIONS OF THE FUND, EXCEPT THE INFORMATION CONTAINED
IN THIS MEMORANDUM OR PROVIDED AS SET FORTH BELOW. THIS MEMORANDUM SUPERSEDES ALL PRIOR
ORAL OR WRITTEN INFORMATION, IF ANY, PROVIDED TO INVESTORS WITH RESPECT TO THE OFFERING OF THE
SECURITIES OR THE OPERATIONS OF THE FUND.
15
Private
Placement
Memorandum

16. NO STATEMENT CONTAINED HEREIN SHALL BE DEEMED TO MODIFY, SUPPLEMENT OR CONSTRUE IN ANY WAY THE
PROVISIONS OF ANY DOCUMENTS INCLUDED HEREWITH AS EXHIBITS OR ANY OF THE PROVISIONS CONTAINED
THEREIN, AND ANY STATEMENT MADE HEREIN WITH RESPECT TO ANY SUCH DOCUMENT IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE THERETO.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH AN OFFER OR
SOLICITATION IS NOT AUTHORIZED. EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF ITS
DATE OF ISSUE. NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE FUND
SINCE THE DATE HEREOF.
THE SECURITIES OFFERED ARE SUBJECT TO THE PROVISIONS OF A SUBSCRIPTION AGREEMENT, WHICH EACH
INVESTOR PURCHASING SECURITIES WILL BE REQUIRED TO EXECUTE PRIOR TO THE PURCHASE OF ANY SECURITIES.
ANY PURCHASE OF SECURITIES SHOULD BE MADE ONLY AFTER A COMPLETE AND THOROUGH REVIEW OF THE
PROVISIONS OF SUCH AGREEMENT. IN THE EVENT THAT ANY OF THE TERMS, CONDITIONS OR OTHER PROVISIONS
OF SUCH AGREEMENT ARE INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS CONTAINED IN
THIS MEMORANDUM, SUCH AGREEMENT WILL CONTROL.
INVESTORS WHO PURCHASE THE SECURITIES AND RESELL THEM OR ANY PART OF THEM, MAY BE DEEMED TO
BE “UNDERWRITERS” UNDER SECTION 2(3) OF THE SECURITIES ACT AND MAY BE SUBJECT TO ALL LIABILITIES
IMPOSED UPON “UNDERWRITERS” UNDER SUCH SECURITIES ACT IN CONNECTION WITH THE RESALE OF THE
SECURITIES.
THESE SECURITIES ARE OFFERED SOLELY BY THIS MEMORANDUM SUBJECT TO PRIOR SALE, APPROVAL OF COUNSEL,
THE RIGHT TO WITHDRAW OR MODIFY THIS OFFER WITHOUT PRIOR NOTICE OR TO REJECT ANY SUBSCRIPTIONS,
AND CERTAIN OTHER CONDITIONS.
THIS MEMORANDUM IS BEING PROVIDED FOR THE EXCLUSIVE USE OF THE PROSPECTIVE INVESTOR RECEIVING THIS
MEMORANDUM AND HIS, HER, OR ITS ADVISORS. DELIVERY OF THIS MEMORANDUM TO ANYONE IS UNAUTHORIZED
AS IS ANY REPRODUCTION AND ANY REPRODUCTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR ANY
RELEASE OF ITS CONTENTS, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF AN AUTHORIZED
REPRESENTATIVE OF THE FUND.
16
USLS
Life
Settlement
Fund
I,
LLC

17. THE INVESTOR, BY ACCEPTING DELIVERY OF THIS MEMORANDUM, AGREES TO RETURN THIS MEMORANDUM AND
EXHIBITS TO THE FUND IF THE INVESTOR DECIDES NOT TO PURCHASE ANY OF THE SECURITIES OFFERED HEREBY.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND
AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE
NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL OR TAX
ADVICE. EACH INVESTOR SHOULD CONSULT HIS, HER, OR ITS COUNSEL, ACCOUNTANT OR BUSINESS ADVISOR
AS TO LEGAL, TAX, BUSINESS AND RELATED MATTERS CONCERNING INVESTMENT IN THE INTERESTS OFFERED
HEREBY.
STATEMENTS IN THIS MEMORANDUM ARE MADE AS OF THE DATE HEREOF AND DO NOT INCLUDE INFORMATION
RELATING TO EVENTS OCCURRING SUBSEQUENT TO ITS DATE. UNLESS STATED OTHERWISE HEREIN, NEITHER THE
DELIVERY OF THIS MEMORANDUM AT ANY TIME, NOR ANY SALE HEREUNDER, SHALL UNDER ANY CIRCUMSTANCES
CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE OF THIS MEMORANDUM.
NOTICE TO NEW JERSEY RESIDENTS
THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS
OFFERING. THE FILING OF THE WITHIN OFFERING DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE
THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF
NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
17
Private
Placement
Memorandum

18. NOTICE TO PENNSYLVANIA RESIDENTS
ANY PERSON WHO ACCEPTS AN OFFER TO PURCHASE THE SECURITIES IN THE COMMONWEALTH OF PENNSYLVANIA
IS ADVISED THAT, PURSUANT TO SECTION 207(m) OF THE PENNSYLVANIA SECURITIES ACT, HE, SHE, OR IT
SHALL HAVE THE RIGHT TO WITHDRAW HIS, HER, OR ITS ACCEPTANCE, AND RECEIVE A FULL REFUND OF ANY
CONSIDERATION PAID, WITHOUT INCURRING ANY LIABILITY, WITHIN TWO (2) BUSINESS DAYS FROM THE LATER
OF THE DATE THAT HE, SHE, OR IT RECEIVES NOTICE OF THIS WITHDRAWAL RIGHT OR THE FUND RECEIVES THEIR
EXECUTED SUBSCRIPTION AGREEMENT. ANY PERSON WHO WISHES TO EXERCISE SUCH RIGHT OF WITHDRAWAL
IS ADVISED TO GIVE NOTICE BY LETTER OR TELEGRAM POSTMARKED BEFORE THE END OF THE SECOND BUSINESS
DAY AFTER EXECUTION. IF THE REQUEST FOR WITHDRAWAL IS TRANSMITTED ORALLY, WRITTEN CONFIRMATION
MUST BE GIVEN.
NOTICE TO NEW YORK RESIDENTS
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
NEW YORK FRAUDULENT PRACTICES ACT, BY REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE
LIMITED AVAILABILITY OF THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR THE NEW YORK FRAUDULENT PRACTICES ACT, IF SUCH REGISTRATION IS REQUIRED.
THIS PRIVATE PLACEMENT MEMORANDUM HAS NOT BEEN REVIEWED BY THE ATTORNEY GENERAL PRIOR TO ITS
ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING, ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. PURCHASE OF THESE
SECURITIES INVOLVES A HIGH DEGREE OF RISK. THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONTAIN
AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE AND IS THEREFORE
NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE
SUMMARIZED HEREIN.
18
USLS
Life
Settlement
Fund
I,
LLC

19. NOTICE TO FLORIDA RESIDENTS
ANYPURCHASEANDSALEOFTHESECURITIESOFFEREDBYANDTHROUGHTHISPRIVATEPLACEMENTMEMORANDUM
AND RELATED DOCUMENTS IS AND SHALL BE VOIDABLE BY THE PURCHASER FOR ANY REASON OR NO REASON
WITHIN THREE (3) DAYS AFTER THE SALE AS REQUIRED BY SECTION 517.061(11)(a)5 OF THE FLORIDA STATUTES.
NOTICE TO NORTH CAROLINA RESIDENTS
THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE NORTH CAROLINA
SECURITIES ACT. THE NORTH CAROLINA SECURITIES ADMINISTRATOR NEITHER RECOMMENDS NOR ENDORSES
THE PURCHASE OF ANY SECURITY, NOR HAS THE ADMINISTRATOR PASSED UPON THE ACCURACY OR ADEQUACY
OF THE INFORMATION PROVIDED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INVESTMENT IS SUITABLE IF IT DOES NOT EXCEED 10% OF THE INVESTOR’S NET WORTH.
ADDITIONAL INFORMATION
USLS has agreed to make available to each prospective investor, prior to the sale of the Units, the opportunity to
ask questions of, and receive answers from, certain authorized representatives concerning the terms and conditions
of the Offering and to obtain any additional information, to the extent they possess such information. Prospective
investors and/or their advisors are encouraged to communicate directly with USLS, by contacting its sole member,
MARK BOEHM at mark@alphawealth.org.
This Private Placement Offering Memorandum contains “forward-looking” statements that involve risks and uncertainties. These
statements may relate to future events or USLS’s future financial performance. Examples of forward-looking information include
the following: statements of investment objectives of management, statements regarding return on investment, earnings, interest
income or expense, loss, investment mix and quality, growth prospects, capital structure and other financial terms, and assumptions,
such as economic conditions underlying other statements. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.
USLS LIFE SETTLEMENT FUND I, LLC
19
Private
Placement
Memorandum

20. 20
USLS
Life
Settlement
Fund
I,
LLC
OFFERING SUMMARY
Issuer
USLS Life Settlements, LLC, a Delaware limited liability company (“USLS”) has been established
to acquire Policies at a discount from face value and to offer qualified investors the opportunity
to participate in the investments by offering and selling its Units. An investment in the Units
involves a certain degree of risk.
THIS SUMMARY OF CERTAIN PROVISIONS OF THIS OFFERING IS INTENDED FOR QUICK REFERENCE ONLY AND DOES NOT FULLY
REFLECT ALL OF THE TERMS OF THE OFFERING. PROSPECTIVE INVESTORS SHOULD READ AND UNDERSTAND THIS ENTIRE
MEMORANDUM AND THE EXHIBITS BEFORE MAKING AN INVESTMENT DECISION WITH RESPECT TO THIS OFFERING.
Manager
The Manager shall be Alpha Wealth, LLC, an affiliate of Mark Boehm, the founder of USLS. The
Manager will invest in the Company’s Units a sum equal to not less than one percent (1%) of
the amount raised in this Offering.

21. 21
Private
Placement
Memorandum
Risk Factors
You should consider the risk factors commencing on page 5 including, among others: the risks
inherent in investing in in-force Policies, participation interests in Policies, fractional ownership
interests in Policies, other life insurance derivative products and/or interests in other life
settlement funds, the lack of a trading market for the Units, restrictions on transfers of the
Units, the long term nature of the investment and the fees required.
Use of Proceeds
Minimum
Investment
Offering
The proceeds of this Offering will be used to pay or reimburse USLS’s startup expenses, to
pay USLS’s professional advisors, or repay amounts advanced, to pay for the cost of preparing
this Memorandum, to establish premium reserves typically equal to life expectancy (LE)
plus 30 months, to purchase Policies and for general corporate purposes.
The minimum investment is $25,000.00 but USLS reserves the right to accept investments of
lesser amounts (the “Minimum Investment Amount”).
USLS is offering its Units to accredited investors only. An investor may invest any amount with
USLS, subject to the Minimum Investment Amount (the “Investment Amount”). USLS may
begin operations regardless of the amount of money raised through this Offering.

22. 22
USLS
Life
Settlement
Fund
I,
LLC
Investment
Objectives
USLS’s target investment objective is to provide a 1.5x return on capital, while minimizing
principal risk. To achieve its objective, USLS intends to use the proceeds to acquire and hold a
portfolio of in-force whole, universal, variable or other Policies and/or interests in such Policies
and/or interests in other life settlement funds.
Strategy
Carried Interest
USLS intends to implement and execute an investment strategy, as follows:
• USLS will acquire and hold a portfolio of in-force Policies, participation interests in Policies,
fractional ownership interests in Policies and other life insurance derivative products acquired
(i) from the original owners of said Policies (the “Primary Market”); (ii) from companies which
obtain the policies directly from the original owner and then offer and sell such policies or
interests in such policies (the “Secondary Market”); (iii) from companies which purchase
and sell policies and/or interests in such policies which have previously been acquired by an
investor (the “Tertiary Market”); and (iv) from brokers who serve as intermediaries between
original policyholders and the secondary market.
• USLS will establish and maintain, whether directly or through a third-party trust company or
escrow agent, a reserve account to pay future estimated policy premiums sufficient to carry
the Policy through LE + 30 months for the policies which it acquires.
• USLS will manage the payment of premiums and monitor the insured and policy claims
whether directly or through third parties.
Manager will receive a carried interest in the Fund such that after USLS returns 1.5x investors’
investment in the Units (return of capital plus 50%) invested in the Units, Manager will receive
the next 20% of distributable cash and thereafter any remaining proceeds available for
distribution shall be distributed pro-rata among the Members.

23. 23
Private
Placement
Memorandum
Strategy
Continued
Restriction on
Early Withdrawal
Additional Capital
Management Fee
Legal Counsel to
USLS
• USLS will receive the benefit of the Policies and/or participation interests in Policies upon a
Policy’s maturity and the resulting cash will be available to be used at the sole discretion of
USLS’s Manager.
• USLS may invest premiums in an interest-bearing investment or investments.
Early withdrawal of funds shall not be permitted except upon the Manager’s prior written
consent, which may be granted or withheld in Manager’s sole and absolute discretion.
Investors in the Units do not have any obligation to contribute capital to USLS or make any
additional investment in Units beyond the amount set forth in such investors’ Subscription
Agreements.
USLS shall pay the Manager an annual management fee equal to two percent (2%) of the total
amount of capital raised in this Offering and any subsequent equity or debt offerings by USLS.
Gosin Law, LLC
201 King of Prussia Rd., Suite 650
Radnor, PA 19087

24. 24
Subscription
Funds
TopurchaseUnits,completeandexecute theSubscriptionAgreement andInvestor Questionnaire.
Prior to closing, all funds will be held in a non interest-bearing acount at BlueVine until the
conditions of the offering are satisfied or the offering is terminated. If the offering is terminated,
all subscription agreements and funds will be promptly returned in full without interest or
deduction to subscribers.
All funds accepted from investors will be deposited directly to USLS. Payments for the Units may
be made by check made payable to “USLS Life Settlement Fund I, LLC”. Funds being transferred
from Individual Retirement Accounts (“IRA”) will be deposited through a self-directed IRA
custodian established by the investor.
USLS reserves the unconditional right to accept or reject any subscription.
USLS
Life
Settlement
Fund
I,
LLC

25. 25
Private
Placement
Memorandum

26. 26
USLS
Life
Settlement
Fund
I,
LLC
RISK FACTORS
USLS Investment Activities; Risk of Loss.
USLS will use proceeds to acquire and hold a portfolio of in-
force Policies. USLS’s activities of investing in Policies
including life settlement transactions involve investment risk and
the risk of loss. The performance of this or any investment is
subject to numerous factors which are neither within the
control of nor predictable by USLS. Such factors relating to
USLS’s investment activities include failure to accurately
predict estimated life expectancies, innovation in medicine and
healthcare which extends lifespans, changes in insurance
underwriting and insurance regulation, uncertainties
surrounding insurance company solvency and state insurance
guarantee funds and changes in the law, and certain
economic and other risks and conditions which each may
affect investments in general, and specific industries and
companies, including those relevant to USLS and its
investments. If USLS’s investments in Policies are not
profitable, for whatever reason or cause, USLS may not have
sufficient cash to operate its business, generate positive returns
for investors in the Units or return any or all of investors’
investments in the Units.
USLS could lose some of the death benefit purchased if
the insurance company that issued the Policy goes out of
business.
Insurance companies are rated based on their financial safety
and soundness. A lower rating means that the company is more
likely to go out of business. USLS will only purchase policies
that are issued by insurance carriers having an A.M. Best rating
of B+ or higher.
Each State Maintains An Insurance Guarantee Fund For
The Benefit Of Policyholders Of Insurance
Companies That Have Gone Out Of Business. The
Guarantee Fund May Impose A Limit On The Amount
That Can Be Recovered On Each Policy.
Also, the payment on a life settlement contract may be delayed
if USLS needed to seek funds from this guarantee fund or from
the receivership of the insurance company. Such a delay could
impact the availability of funds otherwise designated for
investors.
THE SECURITIES OFFERED HEREIN INVOLVE A DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY PERSONS WHO CANNOT
AFFORD THE LOSS OF THEIR INVESTMENT. PROSPECTIVE PURCHASERS OF THE INTERESTS OFFERED HEREIN SHOULD GIVE
CAREFUL CONSIDERATION, IN ADDITION TO THE OTHER INFORMATION IN THIS MEMORANDUM, TO THE FOLLOWING RISK
FACTORS.

27. 27
Private
Placement
Memorandum
General Investment Risks; Competition.
General economic conditions may affect USLS’s activities in
the sense that unforeseen national disasters can create stress
in the insurance industry. Unusually high or low interest rates,
recessions and other setbacks for the U.S. economy, higher than
usual claims activity pursuant to a greater number of deaths
than anticipated, tax, regulatory, medical, and other external
factors may affect the value of USLS’s investments or the life
insurance settlement market in general. USLS will be competing
with other investment funds, as well as operating companies and
institutional investors, for opportunities to invest in the types of
investments targeted by USLS. Some of these competitors have
greater financial resources and access to Policies than USLS.
This competition may reduce the number of attractively priced
investment opportunities available to USLS. The identification of
suitable investments for USLS is a difficult task and there is no
assurance that it can be accomplished successfully. If USLS is not
profitable, USLS may not have sufficient cash to return any or all
of investors’ investments in the Units.
Mortality Assumptions.
Pricing and purchasing of policies by USLS may be based in part
upon mortality and actuarial assumptions that produce estimated
life expectancy projections in effect at the time of purchase.
These evaluations and assumptions may ultimately not prove to
be accurate in which case some policies may remain outstanding
longer than assumed, with potential additional policy premiums
payable. In addition, advances in healthcare and the treatment of
diseases and illnesses may extend the life of individuals who are
insured under policies purchased by USLS. If USLS’s third-party
projections are incorrect and/or if the lifespans of individuals who
are insured under policies purchased by USLS are extended, USLS
may not generate profits in the amounts projected or anticipated
and, consequently, USLS may not have sufficient cash to operate,
to generate positive returns for investors in the Units or to return
any or all of investors’ investments in the Units.
Challenges by Prior Beneficiaries.
There is a risk that persons who would have been the beneficiaries
in the absence of a sale in a life settlement transaction may
challenge the sale at the time of death, possibly based on the
insured’s lack of mental capacity. The legal documents required
for a life settlement include a sworn physician’s statement
attesting to the insured being of sound mind and under no
undue influence, and the beneficiaries must sign agreements
surrendering all rights to the policy. In the event of a lawsuit or
claim by prior beneficiaries or heirs, USLS may face the cost of
defending a lawsuit. Even if USLS were to prevail, these additional
costs and expenses would reduce cash available to USLS. In that
event, USLS may not have sufficient cash to operate, to generate
positive returns for investors in the Units or to return any or all of
investors’ investments in the Units.
No Operating History.
USLS is a newly formed company and has no operating history.
Further, the success of USLS depends, to a large extent, on the
ability and experience of its sole manager, Alpha Wealth, LLC
(“Manager”) through its managing member, Mark Boehm. The
Manager,actinginitssolediscretion,willchoosealltheinvestments
USLS will make. There can be no assurance that the investment
opportunities that come to the attention of USLS will be such as
to enable USLS to achieve its investment goals. If USLS fails to
achieve its investment goals, USLS may not have sufficient cash
to operate, to generate positive returns for investors in the Units

28. 28
USLS
Life
Settlement
Fund
I,
LLC
or to return any or all of investors’ investments in the Units.
Laws Regarding Life Settlements In a State of Flux.
Some courts have held that fractional interests in Policies are
securities under federal securities laws. Moreover, there has been
increased regulation of the life settlement marketplace and there
can be no assurance that a regulatory body of a state, the federal
government, or another jurisdiction may not at some time in the
future attempt to impose control over activities of the industry in
which USLS operates.
The Units are considered securities and have been offered in
reliance upon the availability of an exemption from the registration
requirement for securities offerings.
Insurance Regulatory Risks.
The life insurance settlements market is subject to significant
changes in regulatory oversight. Today a majority of states’
Department of Insurance regulate the purchase and sale of
interests in life insurance benefits. In addition, state and federal
securities regulators have asserted certain regulatory authority
over certain aspects of life insurance settlements. This regulatory
oversight is changing and evolving. For example, some states
require that a percentage of proceeds be set-aside for dependent
children beneficiaries, require minimum pricing based on life
expectancy and expect that Accidental Death & Dismemberment
(Double Indemnity) proceeds be paid to the original beneficiary.
USLS will purchase policies from or through licensed settlement
providers, companies which enter into contracts directly with the
policy owners, directly from policyholders, through brokers, or in
some cases through the tertiary market.
Other Regulatory Risks.
USLS will not be registered as an “investment company” under the
Investment Company Act of 1940 or as an “investment adviser”
under the Investment Adviser Act of 1940. Consequently, holders
of Units will not be covered by the protections afforded by the
Investment Company Act of 1940 or the Investment Advisor Act
of 1940.
Asset Diversification; Insolvency of Insurers.
USLS will use the proceeds to acquire and hold a portfolio of
Policies. USLS intends to invest primarily in life settlements,
and related instruments. Therefore, USLS will not be diversified
outside of this investment asset class, although USLS expects to
achieve a certain degree of diversification of policies within the
Portfolio.
No Market for Interests; Lack of Liquidity; Long Term
Investment.
No public market for the Units presently exists nor is one expected
to develop. In addition, the Units are subject to restrictions on
transferability. The transfer of Units, when permitted, may result
in adverse tax consequences for the transferor.
Absence of Management Authority for Investors.
USLS has been organized as a limited liability company. All
investment and other management decisions will be made by the
Manager of USLS, Alpha Wealth, LLC. Investors in the Units will
have no right or power to vote on any matters impacting USLS or
to participate in the management of USLS.

29. 29
Private
Placement
Memorandum
There is No Operating History to Judge Portfolio
Performance.
USLS is a newly formed company and has no operating history.
The success of USLS will be largely dependent on the efforts of its
Manager. The Manager has extensive experience in investment and
wealth management strategies, and has successfully originated,
managed, and produced favorable returns to investors over the
last 15+ years.
Tax Risks.
There may be future changes in federal income tax laws, resulting
from legislative, administrative or judicial decisions, any of which
may adversely affect the tax consequences of a United States
investor’s investment in the Units.
Cash Flow Risks.
The amount of the expenses and reserves of USLS could exceed
the net income or free cash flow of USLS in any year and, in
such event, USLS may not have sufficient cash to make the
premium payments when and as due, to operate, to generate
positive returns for investors in the Units or to return any or all of
investors’ investments in the Units.
RISKS RELATING TO THE UNITS AND USLS
Overall Transaction Risks; Speculative Investment
Despite USLS’s best efforts in the design and implementation of
a life settlement investment program, there can be no assurance
that the transactions contemplated in this Memorandum will
perform as anticipated. It is a desirable goal to minimize, to the
extent reasonably possible, risks relating to investments in or
with respect to insurance policies with the understanding that is
not possible to determine in advance either the exact time that
a Policy will reach maturity (at the death of the Insured) or the
profit, loss or return on an investment in such Policy.
In addition, no assurance can be given that any Policy or the
portfolio as a whole will perform in accordance with projections,
and any such Policy or the portfolio as a whole may decline in
value. Consequently, there is no assurance that USLS will realize a
positive return on its investments and these types of investments
should be considered to be speculative in nature and not suitable
for all investors. This, in turn, may directly affect the amount and
timing of proceeds received by USLS from the insurance policies,
and USLS’s ability to repay the investors in the Units and cause
investors in the Units to experience losses (including a total loss)
on an investment in the Units. Thus, an investment in the Units is
suitable only for investors having substantial financial resources,
a clear understanding of the risk factors associated with such
investments, and the ability to withstand the potential loss of
their entire investment.
Investors Could Experience Payment Delays or Losses As
a Result Of Limited Sources of Repayment for the Units.
Investors may experience losses on the Units because payments
received by USLS from the insurance companies for insurance
policies acquired by USLS are the primary source of payment on
the Units. Payments on the Units, if any, will be made solely out
of the distributions received by USLS and available for payment
in accordance with the Limited Liability Company Operating
Agreement. Pursuant to the Limited Liability Company Operating
Agreement, certain taxes, administrative expenses, and various

30. 30
USLS
Life
Settlement
Fund
I,
LLC
other fees and other amounts will be paid prior to the re-payment
of invested capital in the Units or distributions with respect to the
Units, and such amounts are not capped and could be substantial.
In addition, offering and organizational expenses will be paid out
of the proceeds from the sale of the Units on Acceptance Dates
and such amounts may be substantial and will not be available for
the holders of the Units. No other assets or source of repayment
other than the payments from the insurance policies acquired by
USLS, will be available for the repayment of investments in or
distributions on the Units.
Limited Recourse
The sole sources of distributions on the Units are the payments
that USLS expects to receive with respect to the insurance
policies and certain other assets (including amounts on deposit
in the Accounts, if any). The Units are equity interests solely in
USLS and do not evidence obligations of any other legal person.
If the payments with respect to the insurance policies to USLS
do not generate sufficient funds for USLS to repay the investors’
investments in the Units in full, then USLS will not be obligated
to pay any amounts representing such shortfall and any claims in
respect of such shortfall shall be extinguished, and holders of Units
may lose all or part of their investment. USLS has been formed
for the sole purpose of effecting the transactions described herein
and, in the event of nonpayment, investors will not have recourse
to any other assets or source of payment. Neither the Manager,
the managing member of Manager, nor any other legal person is
a guarantor in any way and does not assume any liability for the
repayment of the Units. The source of repayment of the Units will
come exclusively from any payments paid to USLS with respect
to the insurance policies. On the Date of Issuance, USLS will not
have any significant assets except insurance policies purchased
as of such date and any cash raised through the sale of Units to
other investors in the Units. Each of the foregoing factors may
delay or reduce investors’ return on their investments in the Units
and investors may suffer a loss (including a total loss) on their
investment.
Policy Premiums Could Increase
Pursuant to the terms of certain insurance policies, particularly
with respect to the Cost of Insurance (COI) component of
premiums, premium costs may increase in accordance with the
underlying Policy contracts. This may put additional stress on the
adequacy of cashflow to service required premium payments.
The Units Are Not Rated
The Units have not been rated by any rating agency. Although
USLS may submit the Units for rating in the future, it has no
obligation to do so and it is not expected that it will do so. Various
considerations, including rating costs and expenses, and size of
the expected pool, may influence USLS’s decision. Even if USLS
were to submit the Units for rating, there is no assurance that
the Units would be rated, or if a rating could be secured, that the
Units would be rated as investment grade.
Limited Liquidity; Restrictions on Transfers
The Units have not been and will not be registered under the
Securities Act or any state securities laws. Each investor in the
Units will be required to deliver to USLS, as a condition precedent
to its purchase of any Units, a signed Subscription Agreement
which must be accepted by USLS prior to the investor becoming
a member of USLS. Any purported transfer of Units in violation of
the Limited Liability Company Operating Agreement will be null
and void and such transfer will not be given effect.

31. 31
Private
Placement
Memorandum
Investment in the Units is restricted to “Accredited Investors”
within the meaning of Rule 501(a) of Regulation D under the
Securities Act. The Units may be resold in subsequent transfers in
the United States only in accordance with applicable federal and
state securities laws and pursuant to the terms of the Limited
Liability Company Operating Agreement. The Units will not be
eligible for purchase by any person if the purchase by such person
would result in the total number of holders of Securities and of
membership interests in USLS to exceed 100 at any time within
the meaning of Section 3(c)(1) of the Investment Company Act
of 1940, as amended (the “1940 Act”) or within the meaning of
Section 1.7704-1(h) of the Code.
There is currently no secondary market for the Units. Due to
very strict and significant transfer restrictions (including certain
tax related transfer restrictions that must be complied with) and
limitations set forth above, it is not expected that a secondary
market for the Units will develop. Investors must be prepared to
bear the risk of holding the Units to maturity.
Financial Market Disruptions and a Lack of Liquidity in
the Secondary Market Could Adversely Affect the Market
Value of Your Units and/or Limit Your Ability To Resell
Your Units
Recent and continuing events in the global financial markets,
including the establishment of government initiatives such as
the government bailout programs for employers impacted by
shutdowns and slowdowns, shutdowns and/or quarantines due to
COVID-19, and assistance programs designed to increase credit
availability, support economic activity, and facilitate renewed
consumer lending and consumer confidence, and the lowering of
ratings on certain asset-backed securities, have caused, or may
cause, a significant reduction in liquidity in the secondary market
for asset-backed securities, which could adversely affect the
market value of your Units and/or limit your ability to resell your
Units. Other events which may cause or prolong the disruption
of the market for the Units include economic, military, financial,
regulatory, political, terrorist, biological and other events that
affect investment securities generally. You must be willing to hold
the Units to maturity, and able to suffer a loss of your entire
investment prior to investing in the Units.
Weighted Average Life Considerations
The Units do not have a fixed Maturity Date. The duration of
the company’s investments in Policies, and thus the duration
of investors’ investment in the Units, will be affected by the
estimated life expectancies of the insureds and the characteristics
of the insurance policies. The target rate of return on investment
is based on the insureds’ estimated life expectancy and is not a
guaranteed rate of return.
Limited Source of Funds to Pay Administrative Expenses
of USLS
The funds available to USLS to pay its administrative expenses
are limited to the funds on deposit. In the event that such funds
are not sufficient to pay the administrative expenses incurred by
USLS, the ability of USLS to operate effectively may be impaired,
and it may not be able to defend or prosecute legal proceedings
brought against it or which it might otherwise bring to protect
the interests of USLS or pay the expenses of legal proceedings
against persons that USLS has indemnified.
Legal Investment
The appropriate characterization of the Units under various legal

32. 32
investment restrictions, and thus the ability of investors subject
to those restrictions to purchase the Units, may be subject to
significant interpretative uncertainties. No representation is made
as to the proper characterization of the Units for legal investment
purposes, for risk-weighting, valuation of the Units, regulatory
accounting or other financial institution regulatory regimes of the
National Association of Insurance Commissioners (the “NAIC”),
any state insurance commissioner, any federal or state banking
authority or any other regulatory body. Investors should consult
with their own legal advisors in determining whether, and to what
extent, the Units will constitute legal investments for them and
the consequences of such an investment.
Lack of Operating History
USLS is a recently formed limited lability company incorporated
under the laws of the State of Delaware and has not previously
carried on any business or activities other than those incidental
to its organization. USLS will have no significant assets other
than USLS’s assets constituting the insurance policies (including
any proceeds held on deposit in the Accounts).
Characterization of USLS as an Investment Company May
Cause Adverse Consequences
If USLS were deemed to be an investment company under the
1940 Act, it would be subject to onerous regulation. USLS has
not registered and does not intend to register as an investment
company under the 1940 Act, in reliance upon an exemption
from registration. If the SEC or a court of competent jurisdiction
were to find that USLS is required, but has failed, to register
as an investment company, in violation of the 1940 Act, there
could be a material adverse effect on USLS. In addition, it is an
Event of Default under the Limited Liability Company Operating
Agreement if either USLS or its assets becomes an investment
company required to be registered under the 1940 Act. Each
of the foregoing factors may contribute to holders of Units
experiencing payment delays or losses (including a total loss) on
their investment in the Units.
No Regulation of USLS and the Policy Company by Any
Regulatory Authority
USLS is not required to be licensed or authorized under any
current securities, commodities, insurance or banking laws of
its jurisdiction of incorporation. There is no assurance, however,
that regulatory authorities in one or more jurisdictions would not
take a contrary view regarding the applicability of any such laws
to USLS. The taking of a contrary view by any such regulatory
authority could have an adverse impact on USLS or the holders of
Units issued by USLS. Each of the foregoing factors may delay or
reduce investors’ return on their Units and investors may suffer a
loss (including a total loss) on their investment.
Significant Fees, Expenses and Payments Will Be Paid
Using the Offering Proceeds, Which May Adversely Affect
USLS’s Ability To Fully Repay the Investors’ Investments
in the Units
USLS will incur obligations to pay various fees, costs and
expenses, which amounts are substantial, regardless of whether
USLS realizes any profits. If USLS incurs fees and expenses that
are greater than anticipated or are unanticipated, the investors in
the Units may experience a delay or a reduction in their return on
their Units and investors may suffer a loss (including a total loss)
on their investments. As a result, and in light of the substantial
other risks confronting USLS, it is possible that USLS will not be
able to repay the investors investment in the Units, in which case
USLS
Life
Settlement
Fund
I,
LLC

33. 33
Private
Placement
Memorandum
investors in the Units could lose all or a substantial portion of
their investments.
Uncertainty of Financial Projections
USLS’s business is speculative and dependent upon factors beyond
the control of USLS. Specifically, the actuarial and economic
assumptions used to develop the model and the estimated life
expectancy projections with respect to the insureds covered
under insurance policies could be flawed. Similarly, assumptions
regarding the potential market for the insurance policies in the
event the Manager should need to sell them could be erroneous.
Based on these and other factors, there can be no assurance
that there will be enough funds for USLS to repay the investors’
investments in the Units in whole or in part.
RISKS RELATING TO USLS AND THE INSURANCE
POLICIES
USLS Will Be Dependent Principally Upon the Services of
the Manager
All decisions with respect to the insurance policies will be
made by the Manager. Holders will not have the opportunity to
evaluate fully for themselves the relevant economic, financial,
and other information regarding the investments. Moreover,
the maintenance of the insurance policies will depend on the
Manager’s ability to service such insurance policies. The Manager
will determine whether, if necessary, to provide working capital
or for any other authorized purpose, USLS should dispose of
any insurance policies and the appropriate sale price. USLS’s
ability to make distributions on the Units and to repay investors’
investments in the Units, is dependent in part upon the decisions
of the Manager with respect to the disposal and pricing of such
insurance policies.
USLS will also be highly reliant upon the Manager to verify the
current life and death status of the insureds, to make insurance
premium payments when due with respect to the insurance
policies, to preserve the privacy of the financial and medical
information of the insureds and to advise USLS with respect to
USLS’s management of its insurance policies. The Manager will
make use of technology to store data, track information and
to otherwise perform its respective services. USLS is therefore
dependent upon the technology used by the Manager and its
agents, including backup procedures, disaster recovery and
business continuity plans, in the event of the failure of its
information technology systems.
No person should purchase Units unless such person is willing
to entrust these crucial activities to the Manager. Furthermore,
no third party is required to monitor or review the adequacy of
the Manager’s performance of their respective functions or to
act to protect holders in that regard. The Manager’s failure to
perform his, her or it’s respective obligations under the Limited
Liability Company Operating Agreement could adversely affect
investors’ return on their investment and members may suffer a
loss (including a total loss) on their investments.
The Resignation or Termination of the Manager Could
Result in Delays in Disposing of Insurance Policies, Which
Could Adversely Affect an Investment in the Units
In the event the Manager were to resign or be terminated,
USLS would not have the benefit of the Manager’s involvement
to dispose of any insurance policies during the duration of
this transaction until a successor Manager is appointed. Any

34. 34
USLS
Life
Settlement
Fund
I,
LLC
replacement would need to have substantial experience and
skills related to fund management and financial transactions. Any
inability or delay in identifying a successor to the Manager in
the event it were to resign, be terminated, or otherwise become
unable to perform its duties may result in delays in or a cessation
of USLS’s disposing of insurance policies, which could adversely
affect a holders’ investment in the Units and the return on their
investments, and investors may suffer a loss (including a total
loss) on their investments.
The Manager Is Not Licensed in Any State That Requires
a License
Many states require that servicers be licensed in order to conduct
such business with residents of that state. Others do not currently
require a license. It is unclear how many states require that the
Manager be licensed in order to fulfill its obligations under Limited
Liability Company Operating Agreement. Due to the evolving
nature of the law on life settlements in a number of states, it is
possible that states which currently do not require servicers to
be licensed will require such persons to be licensed in the future.
If this change of law occurs, the Manager may be prevented
from conducting business as a servicer within any such state
until it applies for and is granted the required license. Currently,
the Manager is not licensed in any state, and Manager does
not intend to apply for any licenses. Even if the Manager does
apply for such licenses, it is not clear how long the application
process would be and there is no guarantee or assurance that
any license would be granted. To the extent that the Manager
is not able to service the insurance policies in the states under
which a license is necessary, USLS may not be able to properly
monitor and manage its insurance policies. If the Manager is not
able to service the insurance policies, in a timely manner or at
all, or to advise USLS with respect to such insurance policies, it
may directly affect the amount and timing of proceeds received
by USLS from the insurance policies, and USLS’s ability to make
distributions on the Units or to repay investors’ investments
in the Units, which in turn will cause investors in the Units to
experience payment delays or losses (including a total loss) on
their investments in the Units.
Change in Manager May Lead to Delays or Losses
If, as a result of insolvency, default, liquidation, operational
failure or otherwise, the Manager fails in its duties or ceases
servicing the insurance policies for any reason, it may be difficult
or impossible to find a suitable successor manager and there
could be delays in the performance of the functions assigned
to the Manager (including, but not limited to, coordinating the
payment of insurance premiums or collecting Death Benefits),
even if a back-up administrator assumes servicing in the interim.
Such failure or cessation could have a material adverse effect on
the ability to timely and accurately pay premiums and, in turn,
directly affect the amount and timing of proceeds received by
USLS from the Policies, and USLS’s ability to repay the investors’
investments in the Units and cause investors in the Units to
experience payment delays or losses (including a total loss) on
their investments in the Units. It will be difficult to ensure that all
duties are fulfilled and continue to be fulfilled during the transition
to a successor manager if such successor does not have and
understand all the files and information on the Insurance policies
and cannot properly instruct on insurance premium payments
and/or properly track or process claim submissions to issuing
insurance companies. Any successor manager may have less
experience than the Manager and less capability in advising on
Policies, processing claims and managing collection systems than

35. 35
Private
Placement
Memorandum
the Manager. Given the complexity of the tasks to be performed
by the Manager and the expertise required, a successor manager
(or a back-up manager) may experience difficulties in paying
premiums, collecting death benefits and properly servicing the
portfolio of insurance policies, which would, in turn, directly
affect the amount and timing of proceeds received by USLS from
the insurance policies, and USLS’s ability to repay the Units and
cause investors in the Units to experience payment delays or
losses (including a total loss) on their Units. Although the Limited
Liability Company Operating Agreement contains a covenant that
a successor manager be appointed in the event that the Manager
is terminated or becomes unable to perform his, her or its duties
under the Limited Liability Company Agreement, there is no
way to ensure that a suitable successor manager would actually
be identified and appointed if necessary. Any of the foregoing
developments regarding the servicing of Policies could adversely
affect investors’ return on their investment and investors may
suffer a loss (including a total loss) on their investment.
Inexperience of Manager
While the Manager has substantial experience in the securities,
alternative investment and wealth management industries, he has
not previously been involved in financing transactions similar to
the offering being made by this Memorandum. The Manager will
consider adding additional personnel, if necessary and available,
to administer the activities required by the Limited Liability
Company Operating Agreement. Although the Manager plans on
training such future employees, if needed, there is no guarantee
that they will be able to locate sufficient qualified employees to
handle the volume necessary to service a sufficient number of
insurance policies to pay the members the entire amount of their
investments, or at all. Each of the foregoing factors may delay
or reduce investors’ return on their investments in the Units and
investors in the Units may suffer a loss (including a total loss) on
their investments. No assurances can be given that the financial or
personnel resources of the Manager will continue to be sufficient
to successfully operate the financing programs contemplated
hereby, which could adversely affect investors’ return on their
investments in the Units may suffer a loss (including a total loss
on their investments).
USLS May Not Have Sufficient Funds To Pay Insurance
Premiums Due With Respect to the Insurance policies
Resulting in a Decline in Value of the Insurance policies
The failure of the Manager on behalf of USLS to pay insurance
premiums due with respect to the Insurance policies in a timely
manner might result in the lapse of insurance policies and in turn,
directly affect the amount and timing of proceeds received by
USLS from the insurance policies, and USLS’s ability to repay the
investors’ investments in the Units and cause such investors to
experience payment delays or losses (including a total loss) with
respect to their Units. Were a Policy acquired by USLS be allowed
to lapse, the death benefit would not be paid to USLS at the
maturity of such Policy and previously paid insurance premiums
would not be refunded, thereby resulting in a decline in value
of the insurance policies. Any lapses of the insurance policies
acquired by USLS will affect the amount and timing of proceeds
received by USLS from the insurance policies, and USLS’s ability to
repay the investors investments in the Units and cause investors
in the Units to experience payment delays or losses (including a
total loss) on their Units.
Misrepresentations by Policy Company Sellers in Purchase
Agreements

36. USLS will purchase the insurance policies pursuant to a Purchase
Agreement with the relevant counterparties. The Purchase
Agreements contain, among other things, representations and
warranties of the respective sellers of such policies that its
origination, acquisition and ownership of such insurance policies
complied with all applicable laws. In addition, the sellers are
required to represent and warrant that, among other things,
each Policy is valid, is not subject to any liens other than those
to be released at or prior to the date of issuance, has not been
contested by the relevant issuing insurance company, and that all
premiums due thereunder have been paid. Although the Manager
on behalf of USLS has reviewed sample files of the insurance
policies as part of its due diligence, it is also relying upon the
representations and warranties of the sellers contained in the
purchase agreements. To the extent that such representations
prove to have been untrue when made, the value of the relevant
insurance policies could be materially and adversely affected. This
would, in turn, directly affect the amount and timing of proceeds
received by USLS from the Insurance policies, and USLS’s ability to
repay the investors’ investments in the Units and cause investors
in the Units to experience payment delays or losses (including a
total loss) on their investments in the Units.
Pursuant to the purchase agreements, ultimately the policy seller
has the obligation to cure a breach of any of its representation
or warranties relating to a Policy or to repurchase any insurance
policies if there is a material breach of a representation and
warranty relating thereto. Since this offering is the initial
transaction of this nature in which the Policy sellers are involved,
there exists no history of any obligation of the Policy sellers to
cure any breaches of representations or warranties to date. To
the extent that such person(s) is/are unable (because of limited
financial resources or otherwise) or unwilling for any reason to
cure a breach or to so repurchase or replace any such Policy,
investors may be materially and adversely affected.
Lack of Pool Diversification
The pool of insurance policies owned by USLS at any point in
time may be of limited size. Because of the limited pool size,
the estimated life expectancy and related information contained
herein is subject to a higher deviation than that of a larger more
diverse pool. Therefore, it is more difficult to accurately predict
the timing of the maturity of the insurance policies and, thus, the
timing and amount of payments on the Units.
Inaccurate Forecasting and Underwriting Could Lead to
Payment Delays or Losses
To predict estimated life expectancies with respect to the insurance
policies, USLS (or third party service providers on behalf of
USLS) has depended on actuarial tables used on model inputs or
cohort categorizations for insureds, third-party information from
independent physicians (who, in turn, may not have personally
performed a physical examination of any of the Insureds and
may have relied solely on reports provided to them by attending
physicians with whom they were authorized to communicate),
the accuracy of which will directly affect the amount and timing
of proceeds received by USLS from the insurance policies, and
USLS’s ability to repay the investors’ investments in the Units
and cause such investors to experience payment delays or losses
(including a total loss) on their investments in the Units. In
addition, if a substantial portion of the Insureds live longer than
projected in accordance with USLS’ underwriting, this may have
a material adverse effect on the ability of USLS to repay the
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37. investors’ investments in the Units and cause such investors to
experience payment delays or losses (including a total loss) on
their investments in the Units. Therefore, the investors’ return
on their investments in the Units is highly dependent upon the
substantial accuracy of the estimated life expectancy assumptions
used for underwriting the Policies.
Inaccurate Portfolio Modeling or Assumptions Concerning
the Potential Maturity of Insurance policies May Lead to
Losses on the Units
The return, if any, on the Units is highly speculative and
dependent upon factors some of which are beyond the control of
USLS and the Manager. Specifically, the actuarial and economic
assumptions used by third-party service providers to develop the
models that are being utilized to evaluate the Policies, and the
estimated life expectancy projections with respect to the Insureds
covered under such Policies, could be flawed. Similarly, USLS’s
assumptions (or the third-party service provider’s assumptions
in rendering advice to USLS), regarding the potential market for
the insurance policies in the event USLS should wish to sell them
could be inaccurate and have not been subject to independent
third-party review or verification. Since the return on the Policies
depends on how long the related Insured lives or the market for
the sale of such Policies, if any, USLS cannot be assured of an
annual rate of return, or a rate of return over any time period,
on the Policies. Based on these and other factors, there can
be no assurance that USLS will have enough proceeds to pay
distributions to the investors in the Units, and that USLS will be
able to return investors invested capital in the Units.
Delay in Payment or Non-Payment of Proceeds from
Insurance policies
Distributions with respect to the Units, including but not limited
to the return of investors’ invested capital, is dependent upon
the receipt of the benefits received with respect to the insurance
policies. If these proceeds are not received when expected from
the insurance company that issued such Policy (the “Issuing
Insurance Company”), there are no other significant assets
of USLS available for payment of distributions with respect to
the Units, including but not limited to the return of investors’
invested capital. Upon the death of an insured, the Issuing
Insurance Company may deny, or delay, payment based upon a
contract dispute or its insolvency. A number of arguments may
be advanced by former beneficiaries under a Policy or by the
Issuing Insurance Company to deny or delay payment to USLS of
the proceeds of a policy following an insured’s death, including
arguments related to lack of mental capacity of the Insured or
applicable periods of contestability or suicide provisions. Delays
for any reason in USLS’s collection of the Face Value of a Policy
following the death of the Insured could have an adverse effect
on USLS’s profits and funds available for distributions.
A death certificate is also required to submit a claim under the
Insurance policies. If an insured disappears or dies outside of
the United States, USLS may experience delays in collecting
proceeds from the Policy because of difficulties in obtaining a
death certificate acceptable to the Issuing Insurance Company. If
the death of an insured cannot be verified and no death certificate
can be produced, the Issuing Insurance Company may not pay
the proceeds of a Policy until after the passage of a statutory
period (usually five to seven years) for the presumption of death
without proof.
Insolvency of the Issuing Insurance Company
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38. While all of the Issuing Insurance Companies will have “Secure”
A.M. Best Financial Strength Ratings, the insolvency of an Issuing
Insurance Company is a possibility. Even an established Issuing
Insurance Company may fail or not have enough money to pay
the owner thereof the proceeds upon the death of the insured.
Life insurance company insolvencies occur mainly due to poor
investment results, inadequate underwriting or reinsurance, a
lack of diversified investments and fraud. This risk is mitigated by
guarantee funds established by each state, which typically range
from $100,000 to $300,000 of coverage depending on the state.
These funds cover claims on insolvent life insurance companies.
The guarantee fund for the state in which the Issuing Insurance
Company is domiciled would be the primary source for claims,
with the state fund for the state in which the beneficiary resides
as the secondary source for any claim. Because the Face Values of
the Insurance policies will potentially be greater than the amount
of state guarantee funds, a substantial portion of any claim might
remain unpaid in the event of insolvency of the Issuing Insurance
Company; however, state insurance departments have generally
been able to arbitrate the purchase of the faltering company by a
healthy insurance company, thereby continuing the coverage of
the Insured. No assurances can be given that any such purchase
can be accomplished.
Insurance policies Variables
A portfolio of Insurance policies has many variables, including
the estimated life expectancy of each Insured. As each Policy has
been evaluated individually, the projected value of each Policy
may be inaccurate and subject to uncontrollable variables. A
projection of the overall yield for the entire pool of Insurance
policies may not be accurate. In addition, the proceeds of the
Insurance policies and return on investment may be realized
over a longer period of time than projected and estimated future
expenses associated with maintaining the Insurance policies may
exceed original projections.
Revisions to Life Expectancy Estimates by Major Providers
No assurance can be given that there will not be changes to the
life expectancy estimates developed by the major providers of life
expectancy estimates that indicate further increases in longevity.
If commonly used mortality tables are adversely revised, the
secondary and tertiary market prices for Policies generally would
decrease, as it has previously in the case of adverse revisions,
impacting the market value of the Insurance policies. This would,
in turn, adversely affect both USLS’s ability to sell insurance
policies, should it need to do so, and the sale price it would
receive for such insurance policies. This may, in turn, directly
affect the amount and timing of proceeds received by USLS from
the insurance policies, and USLS’s ability to repay the Units and
cause holders of Units to experience payment delays or losses
(including a total loss) on their Units.
Cures and Advances in Medical Treatments
The development of a cure for, or vaccine against, terminal and
chronic illnesses, or the development of new drugs or other
treatments, which extend the life expectancy of individuals with
such illnesses, could have a material adverse effect on an investor’s
rate of return since such cures or advances may adversely affect
(from the investor’s perspective) the life expectancy of the
Insureds.
Concentration Risk
Although USLS, through the Manager, seeks to invest in a
portfolio of Policies, the concentration of a significant portion
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39. of the portfolio of insurance policies in any Issuing Insurance
Company or any individual policy or set of policies would subject
the proceeds from the insurance policies to a greater degree of
risk with respect to defaults by such Issuing Insurance Company.
The concentration of the portfolio of insurance policies in insureds
in a single geographic area would subject the proceeds from the
insurance policies to a greater degree of risk with respect to legal
or regulatory changes affecting resales of Policies issued in such
geography. The concentration of risk as to any one age group,
gender, underlying disease factor or similar longevity factor would
subject the proceeds of the insurance policies to a greater degree
of risk that medical advances may result in a cure for a particular
underlying disease or substantially increase the life expectancy of
Insureds sharing that longevity factor.
Carrier Risk
There is counterparty risk in respect of each Issuing Insurance
Company’s solvency and ability or willingness to pay during the
period a Policy is held to maturity. There is no guarantee that
the Issuing Insurance Companies will meet their obligations to
make payment upon maturity or will not challenge the validity of
a Policy on insurable interest or other grounds.
Moreover, many insurance companies reinsure their exposure
through the same or a limited number of reinsurance companies.
The insolvency or other failure of any such reinsurance company
could adversely affect USLS’s ability to collect on its Insurance
policies.
Also, certain insurance companies are more likely to challenge
the validity of insurance policies than others. If the number of
insurance companies or groups of insurance companies willing
to challenge the validity of insurance policies increases, USLS
may not be able to limit its concentration risk with respect to
insurance companies without raising the risk of legal challenges
to the validity of Insurance policies held as Insurance policies.
Counterparty Risk of the Securities Intermediary
Investors should understand that the insurance policies will not
name them as a direct beneficiary thereunder. The registered
owner of the insurance policies will be USLS. The bankruptcy,
insolvency or breach by USLS of its obligations under such
arrangements could directly affect the amount and timing of
proceeds received by USLS from the Insurance policies, and
USLS’s ability to repay the Unites and cause holders of Units to
experience payment delays or losses (including a total loss) on
their Units.
Increase in Insurance Policies Expenses
Issuing Insurance Companies pass on a portion of their expenses
to operate their businesses and administer their Policies in the form
of insurance premiums and charges borne by each policyholder.
In the event a relevant Issuing Insurance Company experiences
significantly higher than anticipated expenses associated with its
operations and/or policy administration, the Issuing Insurance
Company may have the right to increase the premiums and
charges payable by its policy owners. Material increases to such
premiums and charges such as Cost of Insurance (COI), although
unusual, may increase maintenance costs associated with the
insurance policies of USLS. This would, in turn, directly affect
the amount and timing of proceeds received by USLS from the
Insurance policies, and USLS’s ability to repay the Units and
cause holders of Units to experience payment delays or losses
(including a total loss) on their Units.
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40. Missing Insureds
There is a risk that an Insured may become missing, that the
Manager may be unable to ascertain the location and/or health
status of the Insured or that there may be a delay in ascertaining
and demonstrating to the satisfaction of the Issuing Insurance
Company that an Insured has died or in obtaining required
documentation needed to claim the Insured’s Death Benefit.
USLS could incur substantial unplanned expenses in locating
one or more missing Insureds and could experience substantial
delays in collecting Death Benefits. In some states, the applicable
regulator may limit the frequency of contacts that the Manager
(through its tracking firms or its tracking methods) can make to
the Insured or limit access to the Insured’s medical records by
the tracking firms (or the Manager). Each of the foregoing factors
may directly affect the amount and timing of proceeds received
by USLS from the insurance policies, and USLS’s ability to repay
the Units and cause holders of Units to experience payment
delays or losses (including a total loss) on their Units.
Privacy Laws Limit Availability of and Access to
Information
An Insured’s nonpublic personal, financial and health information
is protected by a variety of U.S. federal and state statutes. The
value of each Policy is inherently tied to the remaining estimated
life expectancy of the related Insured, and information necessary
to perform satisfactory current valuations may not be available at
the time of purchase or sale of a particular Policy. For example, if
the Seller of a life Policy purchased a Policy in the secondary market
from an entity that had earlier purchased the Policy directly from
the initial owner, it is probable that the related Insured submitted
to a medical exam at the time of the sale of the Policy to the
initial purchaser. However, if the necessary consents were not
obtained from the Insured it is possible that the relevant medical
records cannot legally be made available to USLS at the time of
its purchase of the Policy. If such information is legally available
to USLS, it is possible that such information is outdated and of
little utility for a current evaluation of the remaining estimated
life expectancy of the Insured. Even if the Insured executed a
general consent in favor of the initial purchaser of the Policy that
purports to give the owner the right to subsequently request and
receive medical information from the Insured’s health providers,
it may be possible for the Insured to revoke such consent before
USLS proposes the purchase of the Policy. Likewise, it is possible
that applicable law causes the consent to expire after a certain
period of time. Even if the consent remains effective, without the
continued cooperation of the Insured it may be difficult for USLS
to convince the Insured’s health care providers of the consent’s
efficacy and they may be reluctant to release current medical
information. These impediments to obtaining current medical
information, to the extent used in the model used by the third-party
service providers to evaluate and model the insurance policies,
could lead to an inaccurate valuation of the Policy. Inability to
obtain current medical information may delay or prevent sales of
Insurance policies by USLS, or reduce proceeds realized by USLS
in relation to such sale. In addition, the death of the Insured
must have occurred to permit a claim to be filed with the Issuing
Insurance Company for the proceeds of the Insurance policies.
Obtaining actual knowledge and evidence of the death of the
Insured may prove difficult and time-consuming due to the need to
comply with applicable laws regarding contact with the Insured’s
family to ascertain the fact of death and to obtain a copy of the
death certificate. As the amount payable to USLS under a Policy
typically will not increase following the death of the Insured, the
longer it takes to make the claim, the less valuable the proceeds
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41. of the Policy will be. Each of the foregoing factors may in turn,
directly affect the amount and timing of proceeds received by
USLS from the insurance policies, and USLS’s ability to repay the
Units and cause holders of Units to experience payment delays or
losses (including a total loss) on their Units.
Failure To Comply With Privacy Safeguards
Both U.S. federal and state statutes safeguard an Insured’s
private health information. In addition, Insureds frequently have
an expectation of confidentiality even if they are not legally
entitled to it. If USLS, the Manager, or the Seller of a life Policy
to USLS properly obtains and uses otherwise private health
information, but fails to maintain the confidentiality of such
information, such party may find itself the recipient of complaints
from the affected individuals, their families and relatives and,
potentially, governmental authorities. Because of the uncertainty
of applicable law, it is not possible to predict the outcome of
any such disputes. Additionally, it is possible that due to a
misunderstanding regarding the scope of consents that USLS,
the sellers of insurance policies, or the Manager possesses, USLS,
the sellers of insurance policies, or the Manager may request
and receive information from health care providers that it did
not have a right to request or receive. If USLS, the Sellers of a
Policy, or the Manager finds itself to be the recipient of complaints
related to these acts, it is not possible to predict the outcome
of any such claims. Each of the foregoing factors may directly
affect the amount and timing of proceeds received by USLS from
the Insurance policies, and USLS’s ability to repay the Units and
cause holders of Units to experience payment delays or losses
(including a total loss) on their Units.
Insurable Interest
General Principles. State insurance laws in the United States
require that a life Policy be procured only by a person that has
an insurable interest in the continuation of the life of the insured.
In addition, some states (such as Utah) may require that the
beneficiary of a life Policy have an insurable interest in the life of
the insured during the entire time the life Policy is outstanding.
Whether the owner or a beneficiary of a life Policy has an insurable
interest in the insured is a question of applicable state law, based
upon the concept that a person with an insurable interest is a
person who has a continuing interest in the insured remaining
alive. Typically, the Insured, his/her spouse and dependent
children, and in some states, other close relatives, each have
an insurable interest in the life of the Insured. In some states,
however, this could also include entities such as the Insured’s
employer or partners, certain charitable institutions, and certain
creditors of the Insured. The consent of the Insured may also
be required in some states if the policy is purchased by a person
other than the Insured.
A life Policy purchased by a person (including the insurance
policies purchased by USLS) without an insurable interest may,
depending on relevant state insurance law, be void, voidable by
the issuing insurance company or subject to the claims of the
insured’s presumptive beneficiaries, such as his/her spouse or
other family members. Generally, state insurance law is clear
that an individual has an insurable interest in his or her own life
and may procure life insurance on his or her own life and may
name any person as beneficiary (once again, with the exception
of certain states, which may require the beneficiary to have an
insurable interest). However, if a person purchases insurance on
his or her own life for the benefit of a party which does not have
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42. an insurable interest for the purpose of evading the insurable
interest laws or another person causes the insured to procure
a policy on behalf of a person who does not have an insurable
interest in the life of the insured, the purchase may be viewed
under applicable state law as a sham and in violation of the
insurable interest laws.
Should USLS purchase a Policy that was originally issued to a
person or entity or for the benefit of a beneficiary (if required)
that did not have an insurable interest, it is possible that USLS
may not have a valid claim to the proceeds of such Policy against
the Issuing Insurance Company upon the death of the applicable
Insured or the Policy may be subject to a defect that could
impair its enforceability, in which case USLS may lose part or
all of its investment in such Policy. Any representation that the
Sellers of insurance policies made with respect to the issuance
or origination process of a Policy will be limited to the related
Seller’s knowledge at the time such Policy was sold to USLS. As a
result, if such Policy was issued to a person or an entity that did
not have a valid insurable interest and the related Seller of the
policy did not have knowledge of such fact, it is not likely that
Issuer will be able to sell such Policy for any meaningful amount
of money.
Future Legislative Restrictions. One or more states could adopt
legislation that would require a holder of a life Policy to have
an insurable interest in the insured both at the time a policy
is purchased and at the time of death of the insured. USLS
will not have an insurable interest in the Insureds under the
insurance policies. If such legislation were to be adopted without
a “grandfathering” provision (i.e., so as not to be applicable to
Policies then in force), USLS might be unable to collect the Death
Benefits upon the deaths of the Insureds related to Insurance
policies purchased prior to the enactment of such legislation.
Each of the foregoing factors may directly affect the amount and
timing of proceeds received by USLS from the insurance policies,
and USLS’s ability to repay the Units and cause holders of Units
to experience payment delays or losses (including a total loss) on
their Units.
In addition, many states are enacting legislation restricting the
purchase of Policies for the benefit of an investor, referred to
as “stranger-originated life insurance.” In many states, this type
of legislation would prohibit certain types of premium finance
lending transactions or transactions in which the policy is
purchased with resources or guarantees from a person without
an insurable interest in the life of the insured. If this legislation
is enacted without appropriate “grandfathering” provisions, USLS
might be unable to collect the Death Benefits upon the deaths of
the Insureds related to Insurance policies purchased prior to the
enactment of the legislation in factual circumstances prohibited
by the new legislation. Moreover, this type of legislation may
be poorly drafted and difficult to interpret. This could affect
the availability of policies for purchase by USLS in the future
or the value of Insurance policies purchased by USLS. Each of
the foregoing factors may directly affect the amount and timing
of proceeds received by USLS from the Insurance policies, and
USLS’s ability to repay the Units and cause holders of Units to
experience payment delays or losses (including a total loss) on
their Units.
Risk of Fraud or Misrepresentation by Insureds or Other
Actions Taken by the Insured
Although the Sellers of Policies to USLS conducted certain
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43. diligence in advance of selling a Policy, there is a risk that such
sellers (and ultimately USLS) will be defrauded. Among other
types of fraud that may exist, an Insured may misrepresent the
status of his or her health or age, may represent that he or she
is not a smoker when that is not the case, may fail to disclose
all beneficiaries, may misrepresent the amount of insurance
premiums that have been paid or are payable in the future, may
sell a life Policy or trust interest to more than one purchaser or
may have assigned the life Policy or trust interest to a lender to
secure a debt of the Insured. If USLS is subject to such fraud,
its operating results may be adversely affected. Further, if an
Insured makes a misrepresentation on his/her application for
life insurance in relation to any information supplied by the
Insured or the original carrier, there is a risk that the Issuing
Insurance Company will contest the Policy held by USLS. Each of
the foregoing factors may in tum, directly affect the amount and
timing of proceeds received by USLS from the Insurance policies,
and USLS’s ability to repay the Units and cause holders of Units
to experience payment delays or losses (including a total loss) on
their Units.
In many states, an issuing insurance company may only contest
the validity of a life Policy during the first two years after issuance
of the life Policy. However, in some states, this two-year prohibition
does not apply to fraud or other misrepresentations, particularly
if the misrepresentation was intentional or there was active
fraud, such as an imposter taking the medical exam instead of
the insured. Should such a Policy be successfully contested by
the Issuing Insurance Company there may be little recourse to
USLS for the amount of its loss.
The insurance policies may also contain coverage restrictions,
such as restrictions on piloting an airplane or suicide within a
period of time after the policy was issued. If the related Insured
dies as a result of the violation of these coverage restrictions, the
Issuing Insurance Company will have no obligation to pay the
Death Benefits on the related Policy to USLS.
Contestability of Insurance policies
Most insurance policies may be contested by the Issuing Insurance
Company based upon any material misrepresentation or omission
made by the applicant or the Insured on the policy application.
In most states, however, the Issuing Insurance Company’s right
to contest its liability for payment of the Death Benefit under
a policy based on misrepresentations in the policy application
expires at the end of the “contestability period,” which is usually
two years after the date the policy was issued. However, there
are a few states that recognize an exception to incontestability
where there was actual fraud in the procurement of the policy.
Sometimes a new contestability period arises in connection with
information provided on any application for reinstatement of, or
for increase in policy benefits. Insurance policies often provide
that the Issuing Insurance Company may also disclaim liability
on the Policy in the event the Insured commits suicide during the
contestability period.
After expiration of any applicable contestability period, the
Issuing Insurance Company is generally precluded from asserting
any defense to liability on the Policy, except in the event that
the initial owner of the Policy did not have an insurable interest
in the life of the Insured, or in the event of nonpayment of
required insurance premiums. It is extremely difficult for anyone
to determine with certainty whether any misrepresentations or
omissions were made in connection with any application for a
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44. Policy. Therefore, in the event that a Policy is acquired prior to
expiration of the contestability period, it is subject to the risk
that the Issuing Insurance Company may seek to void the Policy
based on a material misrepresentation or omission of material
fact in connection with the Policy application.
If the Issuing Insurance Company successfully contests a Policy,
the Policy may be rescinded and declared void. In such event,
the Issuing Insurance Company would probably be required to
refund the insurance premiums received for such Policy without
any interest thereon. In such events, the owner or beneficiary of
the Policy would likely experience a substantial economic loss.
In addition to the economic risk of loss associated with contestable
insurance policies, certain states have statutes that prohibit the
purchase or sale of a Policy prior to expiration of two years (or
five (5) years in some states) from the date the Policy was issued.
Violation of such laws may result in the sale transaction being
voidable and may also subject the parties to regulatory sanctions
or other penalties.
Lack of Clarity as to Governing State Law
The relevant U.S. state law which will govern the determination
of many legal issues associated with the purchase and sale of
insurance policies, such as laws defining insurable interest and
related life settlement regulations, is frequently unclear. The
law applicable to a Policy could be that of the state where the
owner of the Policy or the Insured is domiciled, where the Issuing
Insurance Company is domiciled, where the Policy is issued or
where the Policy is bought or sold in the secondary market or of
more than one of those states. The lack of certainty regarding
which state law applies further complicates any legal questions
concerning the quality of the Insurance policies (as being free
from risk of challenge on insurable interest or other grounds) and
the quality of USLS’s rights in relation to any Insurance policies.
Each of the foregoing factors may directly affect the amount and
timing of proceeds received by USLS from the insurance policies,
and USLS’s ability to repay the Units and cause holders of Units
to experience payment delays or losses (including a total loss) on
their Units.
Possible Application of Viatical Settlement Regulations
The purchase and sale of Policies from the policies’ original owners
and among secondary market participants is either subject to
regulation or being considered for regulation in most U.S. states.
The scope of the regulations and the consequences of their
violation vary from state to state. In addition, within a given state,
the regulations may vary based upon the estimated life expectancy
or current medical condition or quality of life of the Insured at the
time of sale or purchase. Generally, the sale of a policy covering
an Insured with an estimated life expectancy of two years or less
is referred to as a “viatical settlement.” Generally, the sale of a
policy covering an Insured with an estimated life expectancy of
more than two years is referred to as a “life settlement.” USLS
is not expected to be subject to the regulatory regimes that
govern viatical settlements at the Date of Issuance. Moreover,
the states vary in their technical definitions of viaticals and life
settlements, and state insurance regulators, who are charged
with the interpretation and administration of insurance laws
and regulations, differ in their interpretations of these laws. In
addition, a Policy that was purchased in compliance with state law
may not necessarily be resold on the same basis due to changes
in law or regulation or the interpretation thereof or changes in
the estimated life expectancy of the Insured, thereby impacting
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