Investor Disclosures

1. Securities offering and exemption

Limited Member interests in the Real Estate Ventures private credit fund (the "Fund") are securities offered in reliance on the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act of 1933, as amended. The offering has not been registered with the Securities and Exchange Commission or any state securities regulator, and no regulator has reviewed, approved, endorsed, or passed upon the merits of the offering or the accuracy of any disclosure on this website.

Under Rule 506(b), Fund interests may be offered to an unlimited number of accredited investors and to no more than 35 non-accredited investors who, alone or with their purchaser representative, have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment. ReV does not engage in general solicitation or general advertising of the offering. A pre-existing substantive relationship with the prospective investor is required before any specific terms of the offering may be discussed.

2. No offer or solicitation through this website

The contents of this website are for general informational purposes only and do not constitute an offer to sell or a solicitation of an offer to buy securities. Any specific offering of Fund interests is made solely by means of the Private Placement Memorandum (PPM), Limited Liability Company Operating Agreement, and Subscription Agreement, which are delivered to qualified prospective investors only after suitability review. The terms of those documents control. Statements on this website are subject in their entirety to the terms of the PPM and related offering documents.

3. No guarantee of return

Target returns described on this website (including the 12% APR target) are stated objectives based on the Fund’s underwriting framework and historical placed positions. They are not guarantees, projections, or assurances of future performance. Fund interests may lose value, including loss of principal. Past performance does not predict future results. The structural protections described on this site — recorded liens held by the Fund, conservative loan-to-value at origination, hazard insurance with the Fund named as additional insured, documented exits — are designed to make principal recovery the most likely outcome but do not eliminate the possibility of loss.

4. Not a deposit account

Fund interests are not deposit accounts. They are not insured by the Federal Deposit Insurance Corporation (FDIC), the Securities Investor Protection Corporation (SIPC), any state agency, or any other governmental or private guarantor. They are not bank-guaranteed. Capital subscribed to the Fund is at risk of loss.

5. Liquidity and redemption

Fund interests are illiquid. There is no public secondary market for Fund interests, and none is anticipated. Capital is subject to the lockup period and quarterly redemption mechanics described in the Operating Agreement and PPM. Redemption requests may be subject to notice periods, redemption gates, and prorating in periods of elevated demand. Investors should expect to hold Fund interests for the medium to long term and should not subscribe with capital they may need on short notice.

6. Risk factors

Investing in the Fund involves substantial risk. The risks below are not exhaustive; the PPM contains the complete risk disclosure.

• Borrower performance risk. Borrowers may pay late, default, or seek modification, which can delay distributions to Fund investors.
• Asset valuation risk. Real estate values can decline. A market correction during a note term may compress LTV cushion and impair the Fund’s recovery in a forced sale.
• Liquidity risk. Fund interests are illiquid. Capital is committed subject to lockup and quarterly redemption windows.
• Concentration risk. Although the Fund holds multiple notes, concentration in a particular geography, asset type, or borrower class may amplify losses.
• Time risk. Borrowers occasionally pay off late. Interest accrues but distributions are delayed until cash is received by the Fund.
• Legal and enforcement risk. Foreclosure, trustee sale, and related enforcement processes vary by state and may take six months or longer in judicial-foreclosure jurisdictions, during which Fund cash flow may be reduced.
• Title and lien-priority risk. Although ReV reviews title commitments and obtains lender’s title insurance for the Fund, undiscovered title defects could impair the Fund’s lien priority.
• Casualty risk. Loss or damage to the underlying asset is mitigated by hazard insurance with the Fund named as additional insured, but uninsured events are possible.
• Manager risk. Fund performance depends materially on the judgment, integrity, and continued involvement of ReV’s management. Loss of key personnel could materially affect operations.
• Tax risk. Federal and state tax treatment of pass-through real estate debt income could change in ways that affect after-tax returns. Schedule K-1 may be delivered later than the standard April 15 personal filing deadline; investors should expect to file extensions.
• Regulatory risk. Changes to securities, lending, or real estate regulation could affect Fund operations and returns.

7. Investor suitability

Subscription to the Fund is appropriate only for investors who:

• Have read and understand the PPM and Operating Agreement in full;
• Can bear the economic risk of the investment, including total loss of principal;
• Have no need for liquidity in the subscribed capital during the lockup period and beyond;
• Possess (alone or with their purchaser representative) sufficient financial sophistication to evaluate the merits and risks of the investment as required by Rule 506(b); and
• Have a substantive pre-existing relationship with ReV established prior to the offering of any specific Fund terms.

8. No leverage at the Fund level (UBTI)

The Fund is intended to operate without leverage at the Fund level. The Fund deploys investor equity capital into recorded notes and does not obtain warehouse lines, repo financing, or other Fund-level borrowing. Because the Fund does not use acquisition indebtedness, interest income generated by the Fund is generally not expected to constitute Unrelated Business Taxable Income (UBTI) for tax-exempt investors holding interests through self-directed IRAs or qualified retirement plans. Investors should confirm UBTI treatment with their own tax advisor based on their specific circumstances. ReV makes no representation about the tax consequences of an investment for any specific investor.

9. Conflicts of interest

ReV earns origination, servicing, and management fees in connection with the Fund and the loans it makes. These arrangements create incentives to originate loans and to grow assets under management. ReV mitigates these conflicts through a documented underwriting framework consistently applied, an independent annual review of the loan book by outside accounting, and full disclosure of fee economics in the PPM. Specific fee arrangements are described in the PPM and Operating Agreement.

10. No investment, tax, or legal advice

Information on this website and in investor communications is general in nature and is not investment, tax, accounting, or legal advice. ReV does not provide individualized investment recommendations. Prospective investors must consult their own financial, tax, and legal advisors before subscribing and should make decisions based on their own assessment of suitability in light of their personal financial circumstances.

11. Forward-looking statements

Statements about target returns, expected timelines, anticipated market conditions, fund-level performance, or distribution projections are forward-looking and subject to known and unknown risks. Actual outcomes may differ materially. ReV undertakes no obligation to update forward-looking statements to reflect subsequent events except as required by law.

12. Independent verification recommended

Before subscribing, prospective investors are encouraged to independently review the PPM, Operating Agreement, and Subscription Agreement with their own legal and tax counsel; to verify ReV’s background through publicly available sources; and to satisfy themselves as to the suitability of the investment.

13. Contact

Questions about any disclosure on this page should be directed to invest@realestate.ventures before any capital is committed.