Legal disclaimer: This confidential private placement memorandum (this “Memorandum”) has been prepared solely for prospective investors on a confidential basis considering the purchase of Units. Any reproduction or distribution of this Memorandum, in whole or in part, or the disclosure of its contents, without the prior written consent of PC FUND I INVESTORS (the “Company”), is prohibited. By accepting this Memorandum, each prospective investor agrees to the foregoing.In making an investment decision, investors must rely on their own examination of the Company and the terms of this offering, including the merits and risks involved. The Units have not been recommended by any federal, state, or foreign securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Memorandum. Any representation to the contrary is a criminal offense.The Units have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws or the laws of any foreign jurisdiction. The Units will be offered and sold under the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder (“Regulation D”), and other exemptions of similar import in the laws of the states where this offering will be made. This offering is being made only to “accredited investors” pursuant to Regulation D.

This Memorandum does not constitute an offer to sell or a solicitation to purchase securities in any state or other jurisdiction to any person or entity to which it is unlawful to make such offer or solicitation.The Units are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption therefrom. In addition, the Units may not be sold, transferred, assigned or hypothecated, in whole or in part, except as provided in the Company’s Operating Agreement and Member Agreement (the “Offering Documents”). Accordingly, investors should be aware that they will be required to bear the financial risks of an investment in the Units for an indefinite period of time. There will be no public market for the Units, and there is no obligation on the part of any person to register the Units under the Securities Act or any state securities laws.The Units are offered subject to the right of the Manager of the Company to reject any subscription in whole or in part. An investment in the Units will involve significant risks due to, among other things, the nature of the Company’s investments and the nature of the Units. There can be no assurance that the Company’s objectives will be realized. Investors should have the financial ability and willingness to accept the risks and lack of liquidity which are characteristic of an investment in the Company.

Certain information contained in the Memorandum constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or other comparable terminology. Due to various risks and uncertainties, including those described in this Memorandum, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. In particular, and without limiting the generality of the foregoing, target returns, cash flows, estimated expenses and any other projected operating parameters that may be presented in this Memorandum are based on the prior experience of the Manager’s principals, and other factors deemed relevant, including current and expected market conditions. Any such targets and projections are not intended to serve as a hurdle rate or other benchmark for the Company’s performance or assets, and no assurance is given that such targets and projections will in fact prove accurate. The Company specifically disclaims any obligation to update or revise any forward-looking statement because of new information, future developments or otherwise, except as required by law.

Prospective investors should not construe the contents of this Memorandum as legal, tax, investment, or other advice. Each prospective investor should make their own inquiries and consult their advisors as to the Company and this offering regarding legal, tax, and related matters concerning an investment in the Units.This Memorandum is qualified in its entirety by reference to the Offering Documents and the subscription agreement related to this offering of the Units, both of which are attached to or delivered with this Memorandum. No person has been authorized in connection with this offering to give any information or make any representations other than as contained in this Memorandum, the Offering Documents, and the subscription agreement.Statements in this Memorandum are made as of the date hereof unless otherwise stated herein, and the delivery of this Memorandum shall under no circumstances create an implication that the information contained herein is correct as of any time subsequent to that date.