Overview

Investment Strategy

- We intend to use substantially all of the proceeds of this offering to identify, underwrite, invest in and manage a diversified portfolio of single-family, multi-family, and other commercial real estate development and redevelopment projects, including both preferred and common equity, and to invest in other estate-related assets. We also plan to invest in development and redevelopment projects that have the potential for long-term capital appreciation, so as to afford investors the opportunity to realize tax-free capital gains on any investment held more than ten years, according to the rules affording such preference to Opportunity Funds.

Investment Objectives

- To invest in Qualified Property to capture the potential tax benefits offered under the Tax Cuts and Jobs Act (“TCJA”) by being classified as a Qualified Opportunity Fund;

- To preserve, protect and return investors’ capital contributions;

- To generate long-term capital appreciation, to afford investors the opportunity to realize tax-free capital gains on any investment held more than ten years

- To create a positive social impact through our investments; and

- To create a repeatable investment process that allows the Company to continue to redeploy capital to achieve our investment objectives.

Qualified Opportunity Funds

Qualified opportunity funds are a new incentive program established in the TCJA, that are designed to encourage investors to invest capital in specially-designated low-income and distressed communities in the United States. The program aims to spur economic development by offering a tax incentive for investors to re-invest realized capital gains into a “qualified opportunity fund” pursuant to the Code (“Qualified Opportunity Fund”), a newly created investment vehicle designation for investments in Opportunity Zones. According to the U.S. Department of the Treasury (“Treasury”), approximately 35 million Americans across all 50 states, the District of Columbia and five U.S. possessions live in communities designated as Opportunity Zones.

Potential Tax Benefits

Investors receive the following tax benefits when investing in a Qualified Opportunity Fund:

- Deferral of qualifying gains: Any realized capital gain from the sale or exchange of real or investment property that is invested in a Qualified Opportunity Fund within 180 days of the sale of such property is excluded from gross income until the earlier of the date the investment in the Qualified Opportunity Fund is sold, or December 31, 2026.

- Reduction of the amount of gain recognized: Investors may recognize a step-up in basis of 10 percent of the investment amount if the investment in a Qualified Opportunity Fund is held for five years, and a step-up of an additional five percent if the investment is held for seven years.

- No tax on future appreciation of your capital gains when it’s invested in a Qualified Opportunity Fund that is held for at least 10 years: Any capital gains are excluded from U.S. federal income tax if the Qualified Opportunity Fund investment is held for at least 10 years.

- The ability to participate in certain tax preferences that are uniquely available to investors in Opportunity Funds; and

- The opportunity to make a social impact.

We believe in the value of making impactful investments.

Impact Investing

What is impact investing and what are “Impact” investors?

Impact investing refers to investments made into companies, organizations, and funds with the intention to generate a measurable, beneficial social or environmental impact alongside, or in lieu of, a financial return. The growing impact investment market funnels capital to address the world’s most pressing challenges in sectors such as sustainable agriculture, renewable energy, conservation, microfinance, and affordable and accessible basic services including housing, healthcare, and education.

The Company intends to focus primarily on housing through its investment programs, although it may also invest in other commercial real estate opportunities, especially in the foregoing sectors.

We believe in the
value of making impactful investments.

Impact Investing

What is impact investing and what are “Impact” investors?

Impact investing refers to investments made into companies, organizations, and funds with the intention to generate a measurable, beneficial social or environmental impact alongside, or in lieu of, a financial return. The growing impact investment market funnels capital to address the world’s most pressing challenges in sectors such as sustainable agriculture, renewable energy, conservation, microfinance, and affordable and accessible basic services including housing, healthcare, and education.

The Company intends to focus primarily on housing through its investment programs, although it may also invest in other commercial real estate opportunities, especially in the foregoing sectors.

Key Facts

Investment Type:

REIT*

Minimum Investment:

$1,000

IRA Eligible:

Yes

Price Per Share:

$10

Manager:

North Capital, Inc.

Liquidity:

Limited Quarterly Redemption Plan**

*Strategy expects to qualify as a REIT in 2020

**“Please refer to the section in the Offering Circular entitled “Description of Our Common Shares-Quarterly Redemption Plan” for more information.

Fees

Asset Management Fee:

Quarterly asset management fee at an annualized rate of up to 1%*

Distribution Sales and Marketing Allowance/Broker Sales Commission:

Investors will not pay upfront selling commissions as part of the price per share of our common shares purchased in this offering. The Manager will pay NCPS and certain brokers participating in the offering selling commissions quarterly from their asset management fee equal to an annualized rate of 0.50% of the proceeds from the sale of any shares that the broker executed. At the Manager’s sole discretion, the Manager may pay this commission as a lump sum up-front amount of 1.50% instead of the quarterly commission.

Organization and Offering Expenses — Manager :

We expect organization and offering expenses to not exceed $250,000 or, if we raise the maximum offering amount, approximately 0.5% of gross offering proceeds.

For a full listing of the fees please review the offering circular

*Our Manager in its sole discretion may defer or waive any fee
payable to it under the operating agreement.

All or any portion of any deferred fees will be deferred without interest
and paid when the Manager determines.

Portfolio

Literature

Offering Circular

Operating Agreement

Team

Jim_03

James Dowd

CEO

Steph_10

Stephanie Holt

COO

Mike_03

Michael T. Weaver, Jr.

Director of Private Funds

Grant_07

Richard "Grant" Nelson

Director of Origination

Risks

We have no prior operating history.

We are a recently formed company and have no operating history. As of the date of this offering circular, we have not made any investments, and prior to our initial closing, have approximately $500,000 in cash. Our limited operating history significantly increases the risk and uncertainty you face in making an investment in our shares.

There is a risk you may not receive distributions at all, or that distributions may not grow over time.

Our ability to pay distributions may be adversely affected by a number of factors, including the risk factors described in the Offering Circular

Blind pool offering

Because we have not yet acquired or identified any investments that we may make, we are not able to provide
you with any information to assist you in evaluating the merits of any specific investments that we may make, except for investments that may be described in the Offering Circular.

Real estate risks

Our commercial real estate loans and other real estate-related investments may be adversely influenced by a number of risks, including natural disasters, adverse changes in national and local economic and real estate conditions, changes in governmental laws and regulations, and oversupply of spaces.

Investment objective includes both financial return and social impact:

In targeting non-financial objectives, namely investments with the intention to generate social impact alongside financial return, we may forego a financially attractive lending opportunity, or may make an investment with an expected positive social impact but a below-market financial return.

Illiquid investments

The illiquidity of our target investments may make it difficult to sell such investments if the need arises.

Note: The above is not intended to be a full review of all the risks of this offering.
For a more comprehensive discussion, please review the “Risk Factors” section on page 26 of the Offering Circular.