NB Private Capital

130 Vantis Suite 160Aliso Viejo, CA 92656

(877) 827-NBPC (6272)www.nbprivatecapital.com

DELAWARE STATUTORY TRUSTS (DST) DEL AWA R E STAT U TORY T RUST FOR A 1031 E XCH A NGE

(and you don’t need to be a resident of Delaware)

When investing in a DST, there are several advantages for investors with this structure:

■■ Greater exit strategies for the investor. When transfer of ownership occurs, the banks are not involved. ■■ The ability to have more diversification options available during the 45-day identification period. The limitation to 35 investors set forth in the IRS regulations for TIC investments does not apply and allows offerings to more investors with minimum investments of $100,000-$250,000. ■■ Eliminates the process of setting up individual single member liability companies. The DST itself shields investors from any liability.

For those people interested in doing a 1031 exchange, there is a class of commercial real estate properties that are structured as securities in a Delaware Statutory Trust (DST) as approved by the IRS in 2004. (Revenue Ruling 2004-86). These have been developed to meet the IRS requirements qualifying them as 1031 exchange properties. Investors purchase interests in the Trust, which holds title to property and guarantees the mortgage loan at which time the investment in the real estate is shared among many investors. The key different between a traditional TIC (Tenant-in-Common) offering and a DST offering is that with a DST the investors are not direct owners of the real estate; they hold beneficial interests in a particular form of trust, known as the DST. Additionally, this eliminates the need for the investor to be on the deed and sign the loan documents. The real estate property sponsors who are the trustees of the DST is the group who purchase the property and then handle the mortgage bank financing and property management and issue all offering documents about the property to the investors.

COMPANY HIGHLIGHTS■■ Over $500M in real estate under management■■ 21 Properties; 12 states■■ Redstone — 3rd Party Manager: Manages over 21,000 beds. 98% collective occupancy for 2017-18 school year■■ Full Cycle Properties: 7 (average 50%+ total return)*■■ Predecessor firm, NBPRE: Inc. 500 2017, #129 fastest growing private companies in the U.S.

* Achieved under predicessor, NBPRE

1031 EXCHANGE

A DST'S "7 DEADLY SINS"

1. Once the DST offering is closed, there can be no future contributions to the DST by either current or new investors

2. The trustee cannot renegotiate the terms of the existing loans nor can it initiate any new secured loans from any party. Two exceptions are if the current loan is in default or in imminent danger of being in default, or if the tenant is insolvent or bankrupt.

3. The trustee cannot reinvest the proceeds from the sale of its real estate.

4. All cash, other than necessary reserves, must be distributed.

5. The trustee is limited to making capital expenditures related to the property to: a) normal repair and maintenance, b) minor non-structural capital improvements and c) those required by law.

6. Any cash held between distribution dates can only be invested in short-term debt obligations.

7. The trustee cannot enter into new leases or renegotiate current leases. Two exceptions are if the current loan is in default or in imminent danger of being in default, or if the tenant is insolvent or bankrupt.

NB Private Capital

130 Vantis Suite 160Aliso Viejo, CA 92656

(877) 827-NBPC (6272)www.nbprivatecapital.com

Mastering the Definition of a Master Lease By definition, the master lease is a single lease that covers multiple properties leased from a landlord to a tenant. This structure works with all sorts of commercial real estate deals and one of the most famous Master Lease

Agreements was the “Empire State Building”.

How it works:■■ At closing, you get “equitable title”. ■■ The ownership entitles you to all the cash flow, all the tax benefits, and you get all the profits at the set price.■■ The terms are fixed so any value increase on the property is yours to keep.

●■West/MountainUSC (Los Angeles, CA)

►Tropicana Apartments ►Chateau Sera

Sacramento State University (Sacramento, CA) ►Tropicana Apartments

University of Idaho – BYU (Rexburg, ID) ►Tuscany Place

Brigham Young University (Provo, UT) ►Park Plaza

Dixie State University (St. George, UT)

►Avalon ApartmentsUniversity of Colorado, Boulder (Boulder, CO)

►The Plaza on Broadway

●■SouthUniversity of Mississippi (Oxford, MS)

►MollyBarr Trails ►MollyBarr Ridge

●■Mid WestNotre Dame University (South Bend, ID)

►Darby Row ► The Belfry

Purdue University (West Lafayette, ID)

►Grant Street Station ►South Street Station

The contents of this communication: (i) do not constitute an offer of securities or a solicitation of an offer to buy securities, (ii) offers can be made only by the confidential Private Placement Memorandum (the “PPM”) which is available upon request, (iii) do not and cannot replace the PPM and is qualified in its entirety by the PPM, and (iv) may not be relied upon in making an investment decision related to any investment offering by the issuing company, or any affiliate, or partner thereof (“NBPC”). All potential investors must read the PPM and no person may invest without acknowledging receipt and complete review of the PPM. With respect to the “targeted” goals and performance levels outlined herein, these do not constitute a promise of performance, nor is there any assurance that the investment objectives of any program will be attained. These “targeted” factors are based upon reasonable assumptions more fully outlined in the Offering Documents/ PPM. Consult the PPM for investment conditions, risk factors, minimum requirements, fees and expenses and other pertinent information with respect to any investment. These investment opportunities have not been registered under the Securities Act of 1933 and are being offered pursuant to an exemption therefrom and from applicable state securities laws. Past performance and statements regarding current occupancy and earnings are no guarantee of future results. All information is subject to change. You should always consult a tax professional prior to investing. Investment offerings and investment decisions may only be made on the basis of a confidential private placement memorandum issued by NBPC, or one of its partner/issuers. NBPC does not warrant the accuracy or completeness of the information contained herein. Thank you for your cooperation.

Securities offered through Emerson Equity LLC Member: FINRA/SIPC. Only available in states where Emerson Equity LLC is registered. Emerson Equity LLC is not affiliated with NBPC. DST01|08-08-18

DST PERFORMANCE■■ 100% current for all 12 NBPC DST properties under management■■ Average Distribution: 6.75% for year ending 12/2017■■ 98% - Collective Occupancy for 2017-18 School year■■ 100% Tax shelter through depreciation on student housing assets for 2017

1031 RISK DISCLOSURE: • There is no guarantee that any strategy will be successful or achieve

investment objectives; • Potential for property value loss – All real estate investments have the

potential to lose value during the life of the investments; • Change of tax status – The income stream and depreciation schedule for

any investment property may affect the property owner’s income bracket and/or tax status. An unfavorable tax ruling may cancel deferral of capital gains and result in immediate tax liabilities;

• Potential for foreclosure – All financed real estate investments have potential for foreclosure; • Illiquidity – Because 1031 exchanges are commonly offered through private

placement offerings and are illiquid securities. There is no secondary market for these investments.

• Reduction or Elimination of Monthly Cash Flow Distributions – Like any investment in real estate, if a property unexpectedly loses tenants or sustains substantial damage, there is potential for suspension of cash flow distributions;

• Impact of fees/expenses – Costs associated with the transaction may impact investors’ returns and may outweigh the tax benefits