CONFIDENTIAL MEMORANDUM CLIFF INVESTMENT FUND LLC Private Placement of Thirty-Six Units of Investor Member Interests In a Michigan Limited Liability Company ("Units") S100,000 Per Unit Cliff Investment Fund LLC ("Company") is a newly organized Michigan limited liability company formed for the purpose of acquiring defaulted mortgage loans at a discount to the outstanding loan balance from banks and other sources, through entities formed by the Company for such purpose, and by investment in other entities which own, purchase, sell, lease, develop or manage such assets. Thirty-six (36) Units are being offered to Qualified Investors in one (1) Unit increments ("Offering") with each unit being $100,000.00; provided, however, the Manager of the Company shall have the discretion to accept investments for fractional portions of a Unit in the Manager's discretion. Subscription documents and any proceeds will be escrowed until the initial Closing. If this does not occur by December 31, 2012 Termination Date") the escrowed documents and proceeds will be returned to Subscribers without interest; provided, however, the Company may elect to extend the Offering to January 31, 2013, by mailing written notice to all Subscribers who have completed and delivered the subscription documents by the Termination Date. Notwithstanding the foregoing, the Company has broad discretion as to the use of proceeds from the Offering and Investors will be relying on the judgment of the Manager regarding the application of such proceeds so the Manager may, in its sole discretion, elect to close the Offering without having raised the full 53,600,000 and obtaining subscriptions for thirty-six (36) Units and to cause the Company to accept less than the full Offering amount, and proceed to Closing on any of the Mortgage Loan Acquisitions or Project Entities (as hereinafter described) prior to the subscription of all thirty-six (36) Units provided that the Company has enough funds,