What changed in this filing

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Item 1A. Risk Factors

2024-03-29 compared with 2023-03-31 · 184 added, 201 removed, 1264 unchanged (23% of the section changed)

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our Sponsor may not predict our future results.

are a recently formed company and have a limited operating history and we may not be able to achieve our investment objectives.

of the year ended December 31, 2022, we had 17 qualified opportunity zone investments in three states and are primarily reliant on

the proceeds derived from our public offerings and any financing that might be provided by our Sponsor or its affiliates to fund our

We cannot assure you that the past experiences of our Sponsor or its affiliates will be sufficient to allow us to

successfully achieve our investment objectives.

We have a limited operating history, and we may not be able to achieve our investment objectives.

the year ended December 31, 2023, we had 17 qualified opportunity zone investments in three states and are primarily reliant on the proceeds

derived from our public offerings and any financing that might be provided by our Sponsor or its affiliates to fund our operations.

cannot assure you that the past experiences of our Sponsor or its affiliates will be sufficient to allow us to successfully achieve our

investment objectives.

addition, there can be no assurance that we will be able to successfully identify, make and realize any additional investments or generate

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before we make them, which makes your investment more speculative.

We have only held our investments for a

limited period of time and are not able to provide you with any information to assist you in evaluating the merits of any specific properties

or real estate-related investments that we may acquire, except for investments that may be described in one or more filings that we make

with the U.S.

have only held our investments for a limited period of time and are not able to provide you with any information to assist you in evaluating

the merits of any specific properties or real estate-related investments that we may acquire, except for investments that may be described

in one or more filings that we make with the U.S.

Securities and Exchange Commission (“SEC”).

We will continue to seek to invest substantially all of the net

offering proceeds from our Primary Offering, and any other offerings that we may conduct, after the payment of fees and expenses, in the

acquisition of or investment in real estate and real estate-related assets, including commercial real estate loans and mortgages, and

debt and equity securities issued by other real estate companies, as well as select private equity investments, and opportunistic acquisitions

of other qualified opportunity funds and qualified opportunity zone businesses.

However, because you will be unable to evaluate the economic

merit of our investments before we make them, you will have to rely entirely on the ability of our Manager to select suitable and successful

investment opportunities.

There can be no assurance that our Manager will be successful in obtaining suitable investments or that, if

such investments are made, our investment objectives will be achieved.

Furthermore, our Manager has broad discretion in selecting investments,

and you will not have the opportunity to evaluate potential investments.

These factors increase the risk that your investment may not

generate returns comparable to other investment alternatives.

Class A units are listed on the NYSE American, however, an active, liquid and orderly market for our Class A units may not develop or be

Class A units are listed on the NYSE American under the symbol “OZ,” however, an active, liquid and orderly market for

our Class A units may not be sustained.

Further, because we are a qualified opportunity fund eligible investors may defer

recognition of capital gains (short-term or long-term) resulting from the sale or exchange of capital assets (or business assets the

gain on sale of which is treated as a capital gain) by reinvesting those gains into our Class A units within a period of 180 days

generally beginning on the date of the sale or exchange (the “Deferred Capital Gains”).

Deferred Capital Gains are

recognized on the earlier of December 31, 2026, or the date on which an inclusion event occurs, such as the date on which an

investor sells their Class A units.

Eligible investors may also elect to increase the tax basis of Class A units held by them to

their fair market value on the date of sale or exchange if they hold our Class A units for a period of ten years or more, up to

December 31, 2047.

This benefit is not available with respect to sales or exchanges after December 31, 2047.

Consequently, fewer

Class A units may be actively traded in the public markets which would reduce the liquidity of the market for our Class A units.

an active market for our Class A units is not sustained, you may be unable to sell your Class A units at the time you desire to sell

them, at a price at or above the price you paid for them, or without experiencing volatility in the price of our Class A units.

inactive market may also impair our ability to raise capital by selling Class A units and may impair our ability to make

opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our Class A units as

consideration.

If we are unable

to raise sufficient proceeds in our ongoing Primary Offering, and any other offerings that we may conduct, we may

not be able to fund all of our existing projects or find additional suitable investments, and, as a result, we may not be able to achieve

our investment objectives or pay distributions.

We will continue to seek to

invest substantially all of the net offering proceeds from our Primary Offering, and any other offerings that we may conduct, after the

payment of fees and expenses, in the acquisition of or investment in real estate and real estate-related assets, including commercial

real estate loans and mortgages, and debt and equity securities issued by other real estate companies, as well as select private equity

investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses.

because you will be unable to evaluate the economic merit of our investments before we make them, you will have to rely entirely on the

ability of our Manager to select suitable and successful investment opportunities.

There can be no assurance that our Manager will be

successful in obtaining suitable investments or that, if such investments are made, our investment objectives will be achieved.

our Manager has broad discretion in selecting investments, and you will not have the opportunity to evaluate potential investments.

factors increase the risk that your investment may not generate returns comparable to other investment alternatives.

Class A units are listed on the NYSE American, however, an active, liquid and orderly market for our Class A units may not develop or

be sustained.

Class A units are listed on the NYSE American under the symbol “OZ,” however, an active, liquid and orderly market for our

Class A units may not be sustained.

Further, because we are a qualified opportunity fund eligible investors may defer recognition of

capital gains (short-term or long-term) resulting from the sale or exchange of capital assets (or business assets the gain on sale of

which is treated as a capital gain) by reinvesting those gains into our Class A units within a period of 180 days generally beginning

on the date of the sale or exchange (the “Deferred Capital Gains”).

Deferred Capital Gains are recognized on the earlier

of December 31, 2026, or the date on which an inclusion event occurs, such as the date on which an investor sells their Class A units.

Eligible investors may also elect to increase the tax basis of Class A units held by them to their fair market value on the date of sale

or exchange if they hold our Class A units for a period of ten years or more, up to December 31, 2047.

This benefit is not available

with respect to sales or exchanges after December 31, 2047.

Consequently, fewer Class A units may be actively traded in the public markets

which would reduce the liquidity of the market for our Class A units.

If an active market for our Class A units is not sustained, you

may be unable to sell your Class A units at the time you desire to sell them, at a price at or above the price you paid for them, or

without experiencing volatility in the price of our Class A units.

An inactive market may also impair our ability to raise capital by

selling Class A units and may impair our ability to make opportunistic acquisitions of other qualified opportunity funds and qualified

opportunity zone businesses using our Class A units as consideration.

we are unable to raise sufficient proceeds in our ongoing Primary Offering, and any other offerings that we may conduct, we may not be

able to fund all of our existing projects or find additional suitable investments, and, as a result, we may not be able to achieve our

investment objectives or pay distributions.

ability to achieve our investment objectives and to pay distributions depends, in part, on our ability to fund our existing projects

and on the ability of our Manager to find additional suitable and successful investment opportunities for us.

If we fail to raise su fficient

If we fail to raise sufficient

proceeds from the sale of Class A units in our Primary Offering, and any other offerings that we may conduct, we may be unable to fund

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ability to deploy the capital we raise in our Primary Offering may be constrained.

We may have difficulty identifying and purchasing

suitable properties on attractive terms.

In addition, increased competition from other opportunity zone funds, a lack of suitable qualified

opportunity zone investment opportunities or other market-related constraints, may also make it more difficult for our Manager to deploy

the capital we raise in our Primary Offering.

Therefore, there could be a delay between the time we receive net proceeds from the sale

of our Class A units in our Primary Offering and the time we invest the net proceeds.

This could cause a substantial delay in the time

it takes for your investment to realize its full potential return and could adversely affect our ability to pay regular distributions

of cash flow from operations to you.

If we fail to timely invest the net proceeds of our Primary Offering, our results of operations and

financial condition may be adversely affected.

may have difficulty identifying and purchasing suitable properties on attractive terms.

In addition, increased competition from other

opportunity zone funds, a lack of suitable qualified opportunity zone investment opportunities or other market-related constraints, may

also make it more difficult for our Manager to deploy the capital we raise in our Primary Offering.

Therefore, there could be a delay

between the time we receive net proceeds from the sale of our Class A units in our Primary Offering and the time we invest the net proceeds.

This could cause a substantial delay in the time it takes for your investment to realize its full potential return and could adversely

affect our ability to pay regular distributions of cash flow from operations to you.

If we fail to timely invest the net proceeds of

our Primary Offering, our results of operations and financial condition may be adversely affected.

NAV per Class A unit may change materially from our current NAV.

We plan to calculate the net asset value

(“NAV”) of our Class A units on a quarterly basis.

plan to calculate the net asset value (“NAV”) of our Class A units on a quarterly basis.

The per Class A unit purchase price

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our NAV, by reducing the amount of our assets.

Sponsor does not hold a significant amount of our equity, and therefore may not be as strongly incentivized to avoid losses as a

sponsor who holds a significant equity investment, and as a result you may be more likely to sustain a loss on your

Sponsor does not hold a significant amount of our equity, and therefore may not be as strongly incentivized to avoid losses as a sponsor

who holds a significant equity investment, and as a result you may be more likely to sustain a loss on your investment.

Sponsor, Belpointe, LLC, and an affiliate of our Sponsor have acquired 100 of our Class A units in connection with our formation for

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Accordingly, our Sponsor will have very little exposure to a loss in the value of our Class A units.

Without this exposure, you may be at a greater risk of loss because our Sponsor does not have as much to lose from a decrease in the

value of our Class A units as a sponsor who makes a more significant equity investment would.

Sponsor currently sponsors and will in the future sponsor other investment programs some of which may compete with

this exposure, you may be at a greater risk of loss because our Sponsor does not have as much to lose from a decrease in the value of

our Class A units as a sponsor who makes a more significant equity investment would.

Sponsor currently sponsors and will in the future sponsor other investment programs some of which may compete with us.

Sponsor has previously sponsored two real estate funds and a qualified opportunity fund with investment criteria similar to ours.

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as a publicly traded partnership and qualified opportunity fund or our exclusion or exemption from registration under the Investment

In order to maintain our intended qualification

as a publicly traded partnership and qualified opportunity fund and our exclusion or exemption from registration under the Investment

Company Act of 1940, as amended (the “Investment Company Act”), our assets and investments may be subject to certain restrictions

that could limit our operations meaningfully.

The publicly traded partnership rules and regulations, Opportunity Zone Regulations (as

hereinafter defined) and exclusions and exemptions from registration under the Investment Company Act are highly technical and complex,

and our failure to comply with the requirements and limitations imposed by these rules and regulations could prevent us from qualifying

as a publicly traded partnership or qualified opportunity fund or could force us to pay unexpected taxes and penalties.

Our Manager and

its affiliates have little or no experience managing assets and investments in the manner necessary to maintain our intended qualification

as a publicly traded partnership and qualified opportunity fund or our exclusion or exemption from registration under the Investment Company

This inexperience may hinder our ability to achieve our objectives, result in our failing to achieve or losing of our qualification

as a publicly traded partnership or qualified opportunity fund or our exclusion or exemption from registration under the Investment Company

As a result, we cannot assure you that we will be able to successfully operate as a publicly traded partnership and qualified opportunity

fund, comply with regulatory requirements applicable to publicly traded partnerships and qualified opportunity funds, maintain our exclusion

or an exemption from registration under the Investment Company Act, or execute our business strategies.

order to maintain our intended qualification as a publicly traded partnership and qualified opportunity fund and our exclusion or exemption

from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), our assets and investments

may be subject to certain restrictions that could limit our operations meaningfully.

The publicly traded partnership rules and regulations,

Opportunity Zone Regulations (as hereinafter defined) and exclusions and exemptions from registration under the Investment Company Act

are highly technical and complex, and our failure to comply with the requirements and limitations imposed by these rules and regulations

could prevent us from qualifying as a publicly traded partnership or qualified opportunity fund or could force us to pay unexpected taxes

and penalties.

Our Manager and its affiliates have little or no experience managing assets and investments in the manner necessary to

maintain our intended qualification as a publicly traded partnership and qualified opportunity fund or our exclusion or exemption from

registration under the Investment Company Act.

This inexperience may hinder our ability to achieve our objectives, result in our failing

to achieve or losing of our qualification as a publicly traded partnership or qualified opportunity fund or our exclusion or exemption

from registration under the Investment Company Act.

As a result, we cannot assure you that we will be able to successfully operate as

a publicly traded partnership and qualified opportunity fund, comply with regulatory requirements applicable to publicly traded partnerships

and qualified opportunity funds, maintain our exclusion or an exemption from registration under the Investment Company Act, or execute

our business strategies.

adverse changes in our Sponsor’s financial health, or our Sponsor’s or our relationship with our Manager or its affiliates

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operations, implements our investment objectives and strategy and performs certain services for us, subject to oversight by our Board.

We, our Operating Companies, our Sponsor

and our Manager have also entered into an Employee and Cost Sharing Agreement pursuant to which our Manager is provided with access to,

among other things, our Sponsor’s and its affiliates’ portfolio management, asset valuation, risk management and asset management

professionals and services as well as administration professionals and services addressing legal, compliance, investor relations and information

technologies necessary for the performance by our Manager of its duties under the Management Agreement.

our Operating Companies, our Sponsor and our Manager have also entered into an Employee and Cost Sharing Agreement pursuant to which

our Manager is provided with access to, among other things, our Sponsor’s and its affiliates’ portfolio management, asset

valuation, risk management and asset management professionals and services as well as administration professionals and services addressing

legal, compliance, investor relations and information technologies necessary for the performance by our Manager of its duties under the

Management Agreement.

team of investment, asset management and other professionals, acting through our Manager, makes all decisions regarding the origination,

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would decrease our net income and funds from operations and may further dilute your investment.

will incur additional costs and expenses associated with maintaining our status as a publicly traded partnership and operating as an Exchange

Act reporting company.

We will incur additional costs and expenses associated with, maintaining our status as a publicly traded partnership

and operating as an Exchange Act reporting company.

Costs and expenses that we will incur, include, without limitation, those associated

with the preparation and filing of annual and quarterly reports, federal and state tax returns, Schedule K-1 preparation and distribution,

investor relations, registrar and transfer agent fees, director compensation, accounting and audit fees and incremental insurance costs,

including director and officer liability insurance.

It is possible that actual costs and expenses associated with maintain our status

as a publicly traded partnership and operating as an Exchange Act reporting company will be higher than we currently estimate and we

may require additional capital or future earnings to cover these costs and expenses, which could materially and adversely affect our

business, results of operations, financial condition, and cash flows.

will incur additional costs and expenses associated with maintaining our status as a publicly traded partnership and operating as an

Exchange Act reporting company.

will incur additional costs and expenses associated with, maintaining our status as a publicly traded partnership and operating as an

Exchange Act reporting company.

Costs and expenses that we will incur, include, without limitation, those associated with the preparation

and filing of annual and quarterly reports, federal and state tax returns, Schedule K-1 preparation and distribution, investor relations,

registrar and transfer agent fees, director compensation, accounting and audit fees and incremental insurance costs, including director

and officer liability insurance.

It is possible that actual costs and expenses associated with maintain our status as a publicly traded

partnership and operating as an Exchange Act reporting company will be higher than we currently estimate and we may require additional

capital or future earnings to cover these costs and expenses, which could materially and adversely affect our business, results of operations,

financial condition, and cash flows.

are not required to comply with certain reporting and disclosure requirements that are applicable to other public companies.

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the limited partners or non-managing members.

Any membership interests that members of the Belpointe SP Group hold in our joint venture investments in their

capacity as a general partner, manager or managing member will be exempt from paying any promotes.

membership interests that members of the Belpointe SP Group hold in our joint venture investments in their capacity as a general partner,

manager or managing member will be exempt from paying any promotes.

these joint venture arrangements, members of the Belpointe SP Group, their development affiliates and co-development partners will be

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on the financial condition of our joint venture partners and disputes between us and our joint venture partners.

We may co-invest in joint ventures with

affiliates of our Manager and Sponsor, including members of the Belpointe SP Group, or third parties in partnerships or other entities

that own real estate properties.

may co-invest in joint ventures with affiliates of our Manager and Sponsor, including members of the Belpointe SP Group, or third parties

in partnerships or other entities that own real estate properties.

We may acquire non-controlling interests in joint ventures.

Even if we have some control in a joint venture,

we would not be in a position to exercise sole decision-making authority regarding the joint venture.

Investments in joint ventures may,

under certain circumstances, involve risks not present were another party not involved, including the possibility that joint venture partners

might become bankrupt, fail to fund their required capital contributions or commit fraud or other bad acts.

Joint venture partners may

have economic or other business interests or goals that are inconsistent with our business interests or goals and may be in a position

to take actions contrary to our policies or objectives.

Such investments may also have the potential risk of impasses on decisions, such

as a sale, because neither we nor the joint venture partner would have full control over the joint venture.

Disputes between us and joint

venture partners may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from

focusing their time and effort on our business.

Consequently, actions by or disputes with joint venture partners might result in subjecting

properties owned by the joint venture to additional risk.

In addition, we may in certain circumstances be liable for the actions of our

joint venture partners.

we have some control in a joint venture, we would not be in a position to exercise sole decision-making authority regarding the joint

Investments in joint ventures may, under certain circumstances, involve risks not present were another party not involved, including

the possibility that joint venture partners might become bankrupt, fail to fund their required capital contributions or commit fraud

or other bad acts.

Joint venture partners may have economic or other business interests or goals that are inconsistent with our business

interests or goals and may be in a position to take actions contrary to our policies or objectives.

Such investments may also have the

potential risk of impasses on decisions, such as a sale, because neither we nor the joint venture partner would have full control over

the joint venture.

Disputes between us and joint venture partners may result in litigation or arbitration that would increase our expenses

and prevent our officers and directors from focusing their time and effort on our business.

Consequently, actions by or disputes with

joint venture partners might result in subjecting properties owned by the joint venture to additional risk.

In addition, we may in certain

circumstances be liable for the actions of our joint venture partners.

we have a right of first refusal to buy out a joint venture partner, we may be unable to finance such a buy-out if it becomes exercisable

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any risk management failures could cause fund losses to be significantly greater than historical measures predict.

Related our Assets and Investments

Related to our Assets and Investments

success is dependent on general market and economic conditions as well as numerous other factors outside of our control.

activities and investments may be adversely affected by changes in market, economic, political or regulatory conditions, such as

fluctuations in real estate market prices, rising interest rates, availability of credit, credit defaults, rising inflation rates,

supply chain disruptions, labor shortages, economic uncertainty, instability in the banking system, changes in laws (including laws

relating to taxation of us or of our investments), and national and international political, environmental and socioeconomic

circumstances (including disease outbreaks, wars, cyberattacks, terrorist acts or security operations), such as the escalating

conflict between Russia and Ukraine and the severe economic sanctions and export controls imposed by the U.S.

and other governments

against Russia and Russian interests, as well as by numerous other factors outside of our control.

In addition, our financial

condition may be adversely affected by an economic downturn, related to market, economic or political instability, or otherwise.

recession, slowdown or sustained downturn in the U.S.

or global economy (or any particular segment thereof), inflationary pressures

or the weakening of credit markets could adversely affect the value of our investments and our profitability, impede our ability to

perform under or refinance our existing obligations, and impair our ability to effectively deploy our capital or effectively exit or

realize upon investments on favorable terms.

It is not possible for us to predict whether or to what extent these factors may

negatively impact economies around the world, including the U.S., and if any of the foregoing market, economic or political issues

are not managed appropriately, they could impair our profitability or result in substantial or total losses to us in respect of

certain investments, which losses may be exacerbated by our use of leverage.

Recent disruptions in the U.S.

and global banking systems

may adversely affect our ability to obtain construction financing, which may negatively impact our ability to complete projects on budget

and on schedule and, as a result, adversely affect our financial condition and results of operations.

The recent failures of Silicon Valley Bank

(SVB) and Signature Bank (SNY), actions by the U.S.

Department of the Treasury, the Federal Reserve and the FDIC in taking over SVB and

SNY and protecting uninsured depositors, the Biden administration’s call for greater regulation over the U.S.

banking system and

market participants’ increasingly negative outlook on the operating environment for U.S.

and global banks, may make it more difficult

for us to obtain, or cause delays in our obtaining construction financing from banks.

The full effects of SVB and SNY failures, and the

subsequent failure of Credit Suisse, remain to be seen and may not be realized for some time.

There can be no assurance that these events

will not negatively impact our ability to obtain construction financing, complete our development or redevelopment activities on budget

and on schedule or adversely affect our financial condition and results of operations.

activities and investments may be adversely affected by changes in market, economic, political or regulatory conditions, such as fluctuations

in real estate market prices, rising interest rates, availability of credit, credit defaults, rising inflation rates, supply chain disruptions,

labor shortages, economic uncertainty, instability in the banking system, changes in laws (including laws relating to taxation of us

or of our investments), and national and international political, environmental and socioeconomic circumstances (including disease outbreaks,

wars, cyberattacks, terrorist acts or security operations), such as the escalating conflict between Russia and Ukraine and the severe

economic sanctions and export controls imposed by the U.S.

and other governments against Russia and Russian interests, as well as by

numerous other factors outside of our control.

In addition, our financial condition may be adversely affected by an economic downturn,

related to market, economic or political instability, or otherwise.

A recession, slowdown or sustained downturn in the U.S.

economy (or any particular segment thereof), inflationary pressures or the weakening of credit markets could adversely affect the value

of our investments and our profitability, impede our ability to perform under or refinance our existing obligations, and impair our ability

to effectively deploy our capital or effectively exit or realize upon investments on favorable terms.

It is not possible for us to predict

whether or to what extent these factors may negatively impact economies around the world, including the U.S., and if any of the foregoing

market, economic or political issues are not managed appropriately, they could impair our profitability or result in substantial or total

losses to us in respect of certain investments, which losses may be exacerbated by our use of leverage.

disruptions in the U.S.

and global banking systems may adversely affect our ability to obtain construction financing, which may negatively

impact our ability to complete projects on budget and on schedule and, as a result, adversely affect our financial condition and results

of operations.

recent failures of Silicon Valley Bank (“SVB”) and Signature Bank (“SNY”), actions by the U.S.

Department of

the Treasury, the Federal Reserve and the FDIC in taking over SVB and SNY and protecting uninsured depositors, the Biden administration’s

call for greater regulation over the U.S.

banking system and market participants’ increasingly negative outlook on the operating

environment for U.S.

and global banks, may make it more difficult for us to obtain, or cause delays in our obtaining construction financing

The full effects of SVB and SNY failures, and the subsequent failure of Credit Suisse, remain to be seen and may not be realized

for some time.

There can be no assurance that these events will not negatively impact our ability to obtain construction financing, complete

our development or redevelopment activities on budget and on schedule or adversely affect our financial condition and results of operations.

market in which we participate is competitive and, if we do not compete effectively, our operating results could be harmed.

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our co-venturer, co-tenant or partner in an investment could become insolvent or bankrupt;

that our co-venturer, co-tenant or partner in an investment could engage in certain bad acts, such as fraud or intentional

misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, that would increase our expenses or

result in other liabilities to us;

our co-venturer, co-tenant or partner in an investment could engage in certain bad acts, such as fraud or intentional misrepresentation,

intentional waste, willful misconduct, criminal acts, misappropriation of funds, that would increase our expenses or result in other

liabilities to us;

such co-venturer, co-tenant or partner may at any time have economic or business interests or goals that are or that become inconsistent

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management fee our Manager receives will be based on our NAV and our Manager is ultimately responsible for calculating our NAV.

We pay our Manager

a quarterly management fee at an annualized rate of 0.75%.

The management fee is based on our NAV, as calculated by our Manager at the

end of each quarter.

pay our Manager a quarterly management fee at an annualized rate of 0.75%.

The management fee is based on our NAV, as calculated by our

Manager at the end of each quarter.

Our NAV will be announced within approximately 60 days of the last day of each quarter.

Our NAV will be calculated

using a process designed to produce a fair and accurate estimate of the price that would be received for our assets and investments in

an arm’s-length transaction between a willing buyer and a willing seller in possession of all material information about our assets

and investments.

As with any asset valuation protocol, the conclusions reached by our Manager or any third-party firm that we engage to

prepare or assist with preparing the NAV of our Class A units will involve significant judgments, assumptions, and opinions in the application

of both observable and unobservable attributes that may or may not prove to be correct.

It is important to note that the determination

of our NAV will not be based on, nor is it intended to comply with, fair value standards under U.S.

GAAP, and our NAV may not be indicative

of the price that we would receive for our assets at current market conditions.

There can be no assurance that the judgments, assumptions,

and opinions used by our Manager to calculate our NAV, or the resulting NAV, will be the same as those judgments, assumptions and opinions

that would be used, or the NAV that would be calculated, by an independent third-party firm.

In addition, our Manager may benefit by us

retaining ownership of our assets and investments in order to avoid a reduction in our NAV at times when the holders of our Class A units

may be better served by the sale or disposition of our assets or investments.

If our NAV is calculated in a way that is not reflective

of our actual NAV, then the purchase price of shares of our Class A units may not accurately reflect the value of our assets and investments,

and your Class A units may be worth less than the purchase price paid.

be calculated using a process designed to produce a fair and accurate estimate of the price that would be received for our assets and

investments in an arm’s-length transaction between a willing buyer and a willing seller in possession of all material information

about our assets and investments.

As with any asset valuation protocol, the conclusions reached by our Manager or any third-party firm

that we engage to prepare or assist with preparing the NAV of our Class A units will involve significant judgments, assumptions, and

opinions in the application of both observable and unobservable attributes that may or may not prove to be correct.

It is important to

note that the determination of our NAV will not be based on, nor is it intended to comply with, fair value standards under U.S.

and our NAV may not be indicative of the price that we would receive for our assets at current market conditions.

There can be no assurance

that the judgments, assumptions, and opinions used by our Manager to calculate our NAV, or the resulting NAV, will be the same as those

judgments, assumptions and opinions that would be used, or the NAV that would be calculated, by an independent third-party firm.

our Manager may benefit by us retaining ownership of our assets and investments in order to avoid a reduction in our NAV at times when

the holders of our Class A units may be better served by the sale or disposition of our assets or investments.

If our NAV is calculated

in a way that is not reflective of our actual NAV, then the purchase price of shares of our Class A units may not accurately reflect

the value of our assets and investments, and your Class A units may be worth less than the purchase price paid.

Related to Sources of Financing and Hedging

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in those financing arrangements and the lenders’ and rating agencies’ estimate of the stability of our investment portfolio’s

Our targeted aggregate property-level leverage, excluding any debt at the corporate level or on assets under development or renovation,

after we have acquired a substantial portfolio of stabilized properties, is between 50-70% of the greater of cost (before deducting depreciation

or other non-cash reserves) or fair market value of our assets.

Our targeted aggregate property-level leverage, excluding any debt at

the Company level or on assets under development or redevelopment, after we have acquired a substantial portfolio of stabilized commercial

real estate, is between 50-70% of the greater of the cost (before deducting depreciation or other non-cash reserves) or fair market value

of our assets.

During the period when we are acquiring, developing, and redeveloping our investments, we may employ greater leverage

on individual assets.

Our targeted aggregate property-level leverage, excluding any debt at the corporate level or on assets under development or

renovation, after we have acquired a substantial portfolio of stabilized properties, is between 50-70% of the greater of cost (before

deducting depreciation or other non-cash reserves) or fair market value of our assets.

Our targeted aggregate property-level leverage,

excluding any debt at the Company level or on assets under development or redevelopment, after we have acquired a substantial portfolio

of stabilized commercial real estate, is between 50-70% of the greater of the cost (before deducting depreciation or other non-cash reserves)

or fair market value of our assets.

During the period when we are acquiring, developing, and redeveloping our investments, we may employ

greater leverage on individual assets.

Our Manager may from time to time modify our leverage policy in its discretion.

Incurring substantial debt could

subject us to many risks that, if realized, would materially and adversely affect us, including the risk that:

Incurring substantial

debt could subject us to many risks that, if realized, would materially and adversely affect us, including the risk that:

cash flow from operations may be insufficient to make required payments of principal of and interest on the debt or we may fail to

174 unchanged sentences

the fact that we are organized as a limited liability company under Delaware law, if we fail to meet any of the applicable requirements

for classification as a partnership, we would be treated as a corporation pursuant to section 7704 of the Internal Revenue Code of 1986,

as amended (the “Code”).

for classification as a partnership, we would be treated as a corporation pursuant to section 7704 of the Code.

we were treated as a corporation for federal income tax purposes, holders of our Class A units would lose the tax benefits associated

125 unchanged sentences

costs incurred in the preparation or filing of such returns, is the responsibility of each holder of our Class A units.

Unresolved Staff Comments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors