33040 Rancho Vista Drive

Mountain View Villas QOF Acquisition Opportunity to Acquire the Existing Qualified Opportunity Fund Interests - $16,750,000 Mountain View Villas is a newly developed 17-unit residential community in Cathedral City, California, located within a federally designated Opportunity Zone. The project was developed from the ground up beginning in 2019 through an existing Qualified Opportunity Fund structure. Rather than purchasing only the real estate, the proposed transaction would allow the buyer to acquire the existing general and limited partnership interests of the Qualified Opportunity Fund, with the existing QOF and property-owning entities remaining in place. This structure can provide a qualified buyer with several important advantages: - Ownership of a completed, income-producing 17-unit multifamily property. - Acquisition of an established QOF structure that developed the project from the ground up. - Potential federal Opportunity Zone treatment for the buyer's qualifying investment. - Potential exclusion of federal capital-gains tax on appreciation occurring after the buyer's acquisition, provided the buyer holds the qualifying QOF investment for at least 10 years and all applicable requirements are satisfied. - No requirement to substantially improve the newly constructed property solely because ownership of the QOF interests changes, assuming the existing entities and qualification are maintained. - Potential additional depreciation benefits and basis adjustments, subject to review by the buyer's tax adviser. At the proposed $16,750,000 acquisition price, a buyer holding the qualifying investment for more than 10 years could potentially receive significant federal tax savings on future appreciation. For example, if the investment grows to approximately $25 million, the $8.25 million increase in value could potentially be excluded from federal capital-gains taxation under the Opportunity Zone rules, subject to continued qualification and the buyer's individual tax circumstances. The proposed transaction therefore offers the buyer more than the acquisition of a newly completed 17-unit apartment community-it presents the opportunity to acquire an existing Opportunity Zone investment structure with meaningful long-term federal tax potential. Proposed Purchase Price: $16,750,000 All Opportunity Zone and other tax benefits should be independently confirmed by the buyer's tax attorney and CPA before closing.