One: What is a real estate syndication?

A real estate syndication is an efficient way for investors to pool their money together to purchase larger real estate assets that they typically couldn’t manage or afford to purchase as an individual investor. Generally, by leveraging and raising additional funds from outside investors to purchase it, we force appreciation and then actively manage the asset.

Typically 25%-30% of the funds are pooled together from the syndicator and the passive investors, and the other 70%-75% of the funds come from the lender/bank.

There are many parties involved in a syndication, including, but not limited to, CPAs, lenders, real estate brokers, attorneys, property managers, passive investors (you) and the syndicator who puts the whole deal together and manages the asset (Willowdale Equity).

What is a Real Estate Syndication?

A real estate syndication is a powerful investment structure that allows multiple investors to pool their capital together to purchase and manage large-scale real estate assets—such as apartment complexes, self-storage facilities, or commercial properties—that would typically be out of reach for individual investors due to their size, cost, or complexity.

Think of it as a team effort: instead of one person coming up with all the money and expertise to acquire and manage a multimillion-dollar property, a group of investors combines resources, while a lead sponsor (also known as the syndicator) oversees the deal.

How It Works:

1. The Sponsor (Syndicator)
   This is the individual or team (like Zenya Capital) who finds the deal, underwrites it, negotiates the purchase, assembles the team of professionals, and manages the asset throughout the life of the investment. They also contribute capital to the deal—typically 5% to 10% of the total equity—and may earn fees (typically between 1% and 5%) and/or a share of the profits in return for their active role.
2. Passive Investors (Limited Partners)
   These are the individuals who invest capital into the syndication but take a hands-off approach. They don’t manage the property or make day-to-day decisions. In exchange for their capital, they receive a share of the income, equity, and tax benefits generated by the property.
3. The Capital Stack
• Typically, 25%–30% of the project is funded by the sponsor and passive investors (equity).
• The remaining 70%–75% is financed through a commercial mortgage or bank loan (debt).
• This combination of equity and debt allows the group to acquire large, income-producing assets with less capital per investor and greater scalability.
4. Value-Add Strategy
   Once acquired, the syndicator often executes a value-add strategy—renovating units, improving operations, raising rents, or optimizing expenses—to increase the property’s Net Operating Income (NOI). This leads to forced appreciation, increasing the overall value of the asset.
5. Exit Strategy & Returns
   After holding the property for a predetermined period (typically 3–7 years), the sponsor sells or refinances the asset. Profits from the sale or refinance are distributed among investors, along with regular cash flow throughout the hold period.

Who’s Involved in a Real Estate Syndication?

A Successful syndication involves a team of professionals, including but not limited to:

• Syndicator / Sponsor – Oversees and manages the deal
• Passive Investors – Provide capital and share in profits
• CPAs – Handle tax reporting and K-1 distributions
• Attorneys – Draft legal documents like Private Placement Memorandums (PPMs) and Operating Agreements
• Lenders / Banks – Finance the bulk of the acquisition
• Brokers – Help source the deal
• Property Managers – Operate and maintain the asset day-to-day

Why Investors Love Syndications

• Passive Income without property management headaches
• Diversification into larger, stable real estate deals
• Tax advantages including depreciation and cost segregation
• Scalability – You can invest in multiple markets and deals without being the operator
• Access to institutional-quality assets through Fund of Funds or direct syndications

In short, real estate syndications offer the best of both worlds—you get the benefits of owning real estate without the time, stress, and effort it takes to run the deal. And for sponsors like Zenya Capital, it’s an opportunity to create wealth alongside investors by identifying strong opportunities and managing the investment to success.

Two: What Exactly Does Zenya Capital Do?

Zenya Capital is a specialized Fund of Funds manager and multifamily real estate syndicator, focused on helping accredited investors build wealth through access to institutional-grade real estate investments.

At our core, we operate as a Fund of Funds (FoF)—a powerful and strategic investment model that allows us to pool capital from our investors and then allocate those funds into multiple, pre-vetted multifamily real estate syndications operated by top-tier sponsors across the country.

What Is a Fund of Funds?

A Fund of Funds is exactly what it sounds like: a professionally managed investment vehicle that invests in other real estate funds or syndications, rather than buying properties directly. This model provides a level of diversification, risk management, and deal access that individual investors would rarely achieve on their own.

Instead of investing into a single property or deal, Zenya Capital’s investors gain exposure to a diversified portfolio of cash-flowing, value-add multifamily properties—each hand-selected by our expert team for its strong upside potential and solid operator performance.

Our Process at Zenya Capital

1. We Source and Vet Elite Operators and Deals
   Our team performs in-depth due diligence on experienced syndicators and their offerings. We focus on value-add multifamily deals (100+ units) in high-growth markets with strong fundamentals.
2. We Raise Capital Into Our Fund of Funds
   We pool capital from accredited investors into a Zenya-managed Fund of Funds vehicle. This allows us to negotiate favorable terms, gain priority access, and increase our collective buying power across multiple deals.
3. We Allocate Capital Into Targeted Real Estate Syndications
   Our Fund of Funds invests in multiple real estate syndications—each managed by top-tier sponsors—giving our investors access to professionally operated, income-producing assets without managing a single property themselves.
4. We Actively Monitor and Manage the Portfolio
   We don’t “set it and forget it.” We continuously monitor the performance of every deal we invest in. Our investors receive regular updates, detailed reporting, and personalized support—all while enjoying passive income, equity growth, and tax benefits.

Why Fund of Funds Investing Matters

Most individual investors lack the time, expertise, or network to identify and access multiple quality syndications. By investing with Zenya Capital’s Fund of Funds, our clients benefit from:

• Diversification across operators, markets, and asset classes
• Institutional-quality deals typically out of reach for individuals
• Rigorous due diligence by an experienced team
• Simplified tax reporting and consolidated K-1s
• Professional fund management and oversight

The Zenya Capital Advantage

While some firms operate solely as syndicators, Zenya Capital stands apart as a true Fund of Funds manager—designed for passive investors who want to unlock the power of real estate investing without the stress of vetting sponsors, underwriting deals, or managing properties.

By leveraging our deep expertise, vast sponsor network, and structured fund model, we help investors achieve:

• Consistent cash flow
• Attractive risk-adjusted returns
• Exposure to multiple syndications through a single investment
• Long-term equity growth and wealth preservation

Our Mission

Zenya Capital was created with one mission:
To democratize access to high-quality, professionally managed multifamily real estate investments through the Fund of Funds model—empowering investors to build generational wealth, safely and securely.

We do the heavy lifting—so you don’t have to.

Three: How Often Will Updates on the Deal Be Sent Out to Investors?

Investor communication is one of our top priorities. While the exact frequency of updates may vary depending on the specific deal, market activity, or stage of the investment cycle, you can expect clear, transparent, and timely communication throughout the entire life of the investment.

At a minimum, we provide, although subject to change based on the deal:

• Quarterly performance updates with detailed financials, occupancy data, renovation progress (if applicable), and overall asset performance.
• Immediate notifications via email for any major developments or milestones—such as acquisitions, refinance events, distributions, or significant market changes.
• End-of-year reporting including investor K-1s and summaries for tax filing.

In addition to scheduled updates, our team is readily available Monday through Saturday to answer any questions or concerns you may have. Whether you prefer email, phone, or a scheduled Zoom call—we’re here to make sure you’re always informed and confident in your investment.

We believe that strong investor relationships are built on trust, transparency, and consistent communication—and that’s exactly what we aim to deliver.

Four A: What Is an Accredited Investor?

An accredited investor is an individual or entity that meets specific financial criteria established by the U.S. Securities and Exchange Commission (SEC). These guidelines are designed to protect the public by ensuring that only financially sophisticated investors—who can bear the risks—gain access to certain private and less-regulated investment opportunities, such as real estate syndications, hedge funds, and private placements.

Why Does It Matter?
Accredited investors are eligible to invest in exclusive deals that are not available to the general public. These opportunities often come with the potential for higher returns—but also higher risk and less regulatory oversight. That’s why the SEC restricts them to those who meet minimum income or net worth thresholds.

To qualify as an accredited investor, you must meet at least one of the following criteria:

1. Income Requirement:
   – You’ve earned at least $200,000 in personal income (or $300,000 jointly with a spouse or spousal equivalent) for the past two consecutive years,
   – And you have a reasonable expectation of maintaining the same income level this year.
2. Net Worth Requirement:
   – You have a net worth exceeding $1 million,
   – This excludes the value of your primary residence.

Bonus: Entity Accreditation
Entities like trusts, LLCs, and partnerships can also qualify as accredited investors if they meet certain financial and structural requirements.

In Summary:
Accredited investors have access to high-quality, private-market investment deals that can help build wealth faster—but only if they meet the income or net worth thresholds established by the SEC. At Zenya Capital, we work exclusively with accredited investors to ensure both compliance and optimal alignment with our institutional-quality investment opportunities, although we will add you to or non-accredited list if you email us at invest@ZenyaCapital.com/

Four B: Understanding Accredited vs. Non-Accredited Investors and Their Options

In the world of private investments, not all opportunities are created equal—and not all investors can access the same types of deals. The SEC (Securities and Exchange Commission) created various regulations to both protect investors and give them pathways to participate depending on their financial situation.

Let’s break this down:

Accredited Investors

Definition Recap:
An individual or entity that meets either the income, net worth, or professional criteria defined by the SEC. These investors can participate in most private offerings.

Common Investment Offerings for Accredited Investors:

1. Regulation D – Rule 506(b):
• Allows both accredited and up to 35 non-accredited investors to participate.
• No general advertising or solicitation allowed.
• Investors must have a pre-existing relationship with the issuer.
• Most common for private syndications.
2. Regulation D – Rule 506(c):
• Accredited investors only.
• General solicitation and advertising are allowed.
• Investors must verify their accredited status through third-party documentation (CPA, attorney, etc.).
3. Regulation S:
• Applies to international offerings made outside the U.S.
• Open to accredited investors globally, depending on jurisdiction.

Non-Accredited Investors

Definition Recap:
Anyone who does not meet the SEC’s income or net worth thresholds. Though more limited in options, they can still invest through specific SEC-approved exemptions.

Common Investment Offerings for Non-Accredited Investors:

1. Regulation A+ (Tier I and Tier II):
• Allows companies to raise up to $75 million from the general public.
• Open to non-accredited investors with some limitations (based on income or net worth).
• Investments are typically offered via crowdfunding platforms.
• Subject to SEC review and ongoing reporting requirements.
• Example: Real estate development funds, tech startups.
2. Regulation CF (Crowdfunding):
• Allows businesses to raise up to $5 million per year.
• Open to everyone, including non-accredited investors.
• Limits on how much you can invest annually, based on income and net worth.
• Offered on registered crowdfunding portals (e.g., StartEngine, Wefunder).
3. Regulation D – Rule 506(b):
• Allows up to 35 non-accredited investors.
• Must have a pre-existing relationship with the issuer.
• Investors must be “sophisticated”—meaning they understand the risks involved.

What This Means for Zenya Capital

• Currently, Zenya Capital works with accredited investors under Regulation D 506(c), offering institutional-grade real estate opportunities with full compliance and transparency.
• Non-accredited? We’re building a waitlist for future Regulation A+ and CF offerings that allow everyone to participate.
• You’ll gain access to passive income opportunities, educational tools, and early-bird announcements.

Want to Join the Accredited Interest List?

Email us at: Invest@ZenyaCapital.com or click here to view opportunities!
We’ll notify you as soon as a new opportunity becomes available.

Five: What Are the Assets We Are Investing In?

At Zenya Capital, as a Fund of Funds (FoF) manager, we strategically invest in high-performing real estate assets by placing capital into professionally managed real estate syndications operated by top-tier sponsors across the country.

Rather than acquiring properties directly, our model allows us to pool capital from our investors into a single Fund of Funds, which we then allocate into multiple large-scale real estate deals—primarily 100+ unit multifamily properties—carefully selected for their potential to generate strong, risk-adjusted returns.

We actively track and evaluate the deals that professional syndicators are already investing in, and we look for alignment with the most experienced operators in the industry. These sponsors often have exclusive access to off-market or institutional-grade opportunities that are typically unavailable to individual investors.

Our Core Focus: Value-Add Multifamily

We concentrate on value-add multifamily properties in Class A, B, and C asset categories—located in high-growth markets with strong job fundamentals, population growth, and rental demand. These properties may need cosmetic upgrades, operational improvements, or repositioning to unlock hidden value and increase cash flow over time.

The Fund Structure

Your investment goes into one Zenya-managed Fund of Funds, not a basket of randomly selected deals. From there, our fund deploys capital across multiple syndications with built-in diversification—across operators, geographies, and asset types—while giving you access to:

• Institutional-quality deals
• Passive income from stabilized assets
• Equity growth from value creation
• Tax advantages such as depreciation and K-1s

By investing through our Fund of Funds, you’re gaining a diversified stake in multiple vetted multifamily real estate assets—all without the burden of managing any property or conducting deal-by-deal due diligence yourself.

We do the heavy lifting, so you don’t have to

Six: Can I pull my money out of the investment at any time?

No, real estate syndications and fund-of-funds investments are not liquid, meaning your capital is typically locked in for the duration of the investment hold period. These are long-term, illiquid investments designed to maximize returns through appreciation, value-add improvements, and strategic refinances or dispositions.

Depending on the specific deal, the hold period may range from 3 to 7 years (or longer), and your initial investment cannot be withdrawn during that time. The first potential liquidity event—when investors may begin to see a return of capital—often occurs during a refinance of the property, which could happen as early as year three, depending on market conditions and property performance.

Some deals may offer partial capital return through cash flow distributions, but a full return of principal typically happens only at the exit (sale or refinance). That’s why it’s important to invest only funds you’re comfortable leaving untouched for the duration of the projected hold.

Seven: What is a K-1?

A Schedule K-1 (Form 1065) is a tax document issued annually to investors in partnerships, LLCs, and certain other pass-through entities—including real estate syndications and fund-of-funds structures like those used at Zenya Capital.

When you invest in a real estate deal structured as a partnership or LLC, you’re considered a limited partner (LP) or member. These entities themselves do not pay federal income tax. Instead, they “pass through” profits, losses, and other tax items to each individual investor. The K-1 form is how these amounts are reported to both the investor and the IRS.

What Does the K-1 Include?

Your K-1 will show your share of:

• Net income or losses from the property
• Depreciation deductions
• Capital gains or losses
• Distributions received during the year
• Any passive activity loss carryovers

It’s essentially your personalized report of how the investment performed from a tax perspective.

Why is it Important?

• You’ll need your K-1 to file your personal income taxes.
• Even if you received no cash distributions, you may still have taxable income (or losses).
• In many cases, real estate investors see paper losses (due to depreciation) that help offset other income, even while receiving cash flow from the investment.

When Will I Receive My K-1?

K-1s are typically issued by March 15 of the following year, though this may vary depending on the complexity of the deal and the CPA timeline.

How Does Zenya Capital Handle K-1s?

At Zenya Capital, we work with professional accountants to prepare accurate and timely K-1s for all investors involved in our Fund of Funds.
You can find your K-1 forms conveniently in the Investment Portal when they’re ready for download.

  Eight: Where Do You Invest?

At Zenya Capital, we focus on acquiring and investing in Class A, B, and C apartment communities in high-growth, economically resilient markets across the United States. Our priority is to follow data-driven insights and strategic fundamentals that indicate long-term demand, rent growth, and population inflow.

While our primary target areas include the Sunbelt and Southeast regions, we remain flexible and opportunistic, always looking for exceptional value-add multifamily opportunities wherever they emerge. We partner with experienced syndicators already investing in these strong markets, allowing us to piggyback on institutional-grade deals.

Key Markets We Invest In:

• Florida (FL) – Extensive coverage in cities like Miami, Fort Lauderdale, Orlando, Tampa, Naples, and Jacksonville
• Texas (TX) – Including Dallas, Austin, Houston, and San Antonio metro areas
• Georgia (GA) – Primarily the Atlanta region
• Alabama (AL) – Key investment spots in southern AL
• Arizona (AZ) – Growth-focused areas such as Phoenix

As a Fund of Funds, we track syndicated deals across the country and work only with vetted operators in markets that demonstrate:

• Strong job and population growth
• Landlord-friendly regulations
• Solid rental demand
• Opportunities for value-add improvements

While our core strategy is concentrated in the Sunbelt, we remain open to deals nationwide as long as they meet our criteria for risk-adjusted returns. You can refer to our map to see a representation of where our strategic partners are actively investing across the U.S.

We go where the good deals are—so you don’t have to.

 Ten: What is a General Partner & Limited Partner?

General Partner (GP)
The General Partners are the individuals or group responsible for sourcing, structuring, and managing the multifamily syndication opportunity.

They are actively involved in every stage of the investment, from finding the property, securing financing, and assembling the team, to executing the business plan and overseeing the day-to-day asset management. You may also hear them referred to as the syndicator, sponsor, or operator.

In return for their active role, GPs typically receive a portion of the profits through an acquisition fee, asset management fee, and a share of the upside (called the “promote” or “carried interest”).

Limited Partner (LP)
Limited Partners are passive investors who contribute capital to the syndication but do not have any direct role in managing the property or executing the business strategy.

Their primary responsibility is to fund the investment and receive distributions, which may be paid monthly or quarterly, depending on the syndication structure. This income is entirely passive.

LPs are essentially investing alongside the sponsor team into a stabilized, appreciating asset without needing to manage tenants, handle repairs, or deal with operational stress.

The Relationship Between GPs and LPs:

• GPs provide the expertise, deal access, and active management.
• LPs provide the capital and receive passive income, equity growth, and tax benefits.
• Together, they form a partnership where the GP handles the execution, and the LP enjoys the returns.

In short:
General Partners work. Limited Partners earn.
That’s the beauty of passive real estate investing through syndications.

Eleven: When My K-1 Shows Income, How Is It Taxed?

When you invest in a real estate syndication or a Fund of Funds like those offered by Zenya Capital, you’ll typically receive a Schedule K-1 each year to report your share of income, losses, and other tax-related items from the investment. This document is crucial for preparing your tax return—but not all K-1 income is treated the same.

Here’s a breakdown of how the income on your K-1 might be taxed:

Interest Income

• This is usually income earned from the fund holding cash in interest-bearing accounts.
• Taxed as ordinary income at your personal income tax rate.
• Reported on Schedule B of your 1040 tax return.

Rental Income

• This is net income generated by the underlying real estate properties after expenses like maintenance, management, and depreciation.
• Typically taxed at ordinary income rates but offset by depreciation, which can significantly reduce or eliminate taxable income in early years.
• Reported on Schedule E, and often results in paper losses even when you’re receiving cash distributions—this is one of the biggest tax advantages of real estate investing.

Capital Gains from Property Sales

• If a property is sold and the syndication realizes a profit, your share of that profit will appear on your K-1.
• Short-term capital gains (held <1 year): taxed as ordinary income.
• Long-term capital gains (held >1 year): taxed at preferential rates—typically 0%, 15%, or 20%, depending on your income bracket.
• You may also benefit from Section 1231 gains, which receive favorable tax treatment and may be offset by past real estate losses.

Important Notes:

• The K-1 does not mean you owe taxes on all the money you received—you’re only taxed on the reportable income shown, and that number may be reduced by depreciation and other deductions.
• It’s possible to receive cash distributions but report little to no taxable income.
• Tax implications can vary depending on your personal situation, your filing status, and how long the asset was held.

 

Always Consult a Professional:

Zenya Capital strongly recommends that you speak with a qualified tax advisor or CPA who understands real estate investments. They can help interpret your K-1 and apply any available deductions or strategies specific to youruat—ensuring you’re compliant and not overpaying on your taxes.

Twelve: When My K-1 Shows a Loss, How Is It Taxed?

When your Schedule K-1 shows a loss, it often reflects a paper loss generated by depreciation or other non-cash expenses associated with real estate investments. These losses can potentially offer significant tax advantages, but how they impact your tax return depends on several factors.

Understanding K-1 Losses:

• K-1 losses are often the result of depreciation, amortization, and other accounting deductions—not actual out-of-pocket loss.
• You may still receive cash distributions while reporting a loss on your tax return, which is one of the unique advantages of real estate investing.

Passive Loss Rules:

• In most cases, K-1 losses from real estate are considered passive losses, meaning they can generally only be used to offset passive income.
• If you have more losses than passive income, the excess loss may be suspended and carried forward to future years.
• Suspended losses can typically be used when:
• You have passive income in the future.
• You sell the investment (the property or fund) in a taxable transaction.

Real Estate Professional Exception:

• If you or your spouse qualify as a Real Estate Professional under IRS guidelines, you may be able to use passive losses to offset other types of income, including active or portfolio income.

Key Considerations:

• Losses reported on your K-1 may not be fully deductible in the current tax year due to IRS limitations such as the at-risk rules or passive activity loss limits.
• Any disallowed losses are not lost forever—they’re carried forward and may be deductible in future years.
• Keep accurate records of all K-1s and communicate with your CPA each year about carryforward losses and how they may affect your tax strategy.

Important: The treatment of K-1 losses can be complex and varies depending on your unique tax situation. For the most accurate and personalized advice, always consult with your tax advisor or accountant.

Thirteen: What Fees Are Involved in our Syndications and How Do We Make Money?

Understanding how our syndication fees work in a real estate investment is essential for transparency and building trust. At Zenya Capital, we structure our fees to never reduce or affect the projected returns you see as an investor. That means everything we earn is built into the deal—your potential earnings are fully preserved.

Important Note About Fees:

All fees earned by Zenya Capital (or its partners, are separate from your projected returns. You are not paying out of pocket, and your returns are not reduced by these fees.

Here’s How Zenya Capital Earns Money:

1. Acquisition Fee (Between 1%-5% of Purchase Price depending upon the deal):
   This one-time fee is paid at closing and compensates our team for all the time, effort, and costs involved in:
• Finding the property
• Performing due diligence and underwriting
• Negotiating the deal
• Securing financing and closing

It’s a standard fee in syndications and ensures we’re able to bring quality opportunities to the table.

1. Asset Management Fee (1%–5% of Monthly Revenue):
   This ongoing fee is paid from the property’s income and covers:
• Oversight of the property management company
• Execution of the business plan
• Performance tracking and reporting
• Managing investor communications and distributions

This fee helps us ensure that the property stays on track to meet or exceed projections.

1. Equity Split (Typically 70/30 or 60/40 or 80/20):
   After investors receive their preferred return (if applicable), the remaining profits are split between the Limited Partners (investors) and the General Partners (us).
• A 70/30 split means investors keep 70% of profits, while we receive 30%.
• This aligns our success with yours—we only do well when you do.

Why This Matters:

Our compensation model is built on alignment. We don’t just charge fees—we invest alongside you, manage the deal for the long-term, and only win when our investors do. It’s a partnership built on performance and trust.

Fourteen: What Fees Are Involved In Fund of Funds Deals
and How Do We Make Money?

Understanding how fees work in a Fund of Funds structure is essential for transparency and building trust. At Zenya Capital, we ensure our fee structure is designed to align with investor success and never reduce your projected returns. All fees are built into the model, and your capital works entirely for your returns, not for covering our overhead.

Important Note About Fees:

All fees earned by Zenya Capital are separate from and do not reduce the investor’s projected returns. Investors do not pay fees out of pocket, and our compensation is derived from the overall structure of the fund and the partnerships we form with underlying sponsors.

Here’s How Zenya Capital Earns Money in a Fund of Funds Model:

1. Fund-Level Management Fee (Typically 1%–5% of Invested Capital Annually):

This fee compensates us for managing the overall Zenya Capital Fund of Funds, including:

• Sourcing and vetting top-tier syndications and operators
• Conducting due diligence and negotiating terms
• Allocating capital strategically across multiple deals
• Ongoing investor relations, reporting, and oversight
  This fee is paid by the fund, not directly by investors, and ensures strong fund-level governance.

2. Underlying Sponsor Fees (Standard in Each Deal):

The syndicators we invest with may charge:

• Acquisition fees (1%–5% of deal size)
• Asset management fees (1%–3% of monthly revenue)
• Disposition or refinance fees
  These are built into each sponsor’s deal and do not affect Zenya Capital’s separate returns to you as an investor. We negotiate the best possible terms on your behalf with these operators.

3. Profit Participation / Carried Interest (Typically 70/30 or 80/20):

Once investors receive their preferred returns (if applicable), remaining profits from the fund may be split between:

• Limited Partners (you) — receiving the majority share (e.g., 70% or 80%)
• General Partner (Zenya Capital) — receiving the minority share (e.g., 30% or 20%) as carried interest

This performance-based compensation ensures we only succeed when you do—further aligning our interests.

Why This Matters:

Our Fund of Funds model is built on one principle: alignment with investor success.
We vet every sponsor, negotiate favorable terms, and provide access to institutional-grade syndications you may not reach individually. The fees we earn allow us to do the heavy lifting while giving you passive diversification, oversight, and peace of mind.

At the end of the day, we’re not just a fund manager—we’re your investing partner.

EXPANDED FEE STRUCTURE:

What Is Zenya Capital’s Fee Structure and How Do You Make Money?

At Zenya Capital, transparency is a core value. We want our investors to know exactly how fees work, where they go, and how they relate to your potential returns. Our fee structure is clearly outlined in the Private Placement Memorandum (PPM) and Operating Agreement—these terms are legally binding and set in stone once the fund is launched.

We earn revenue in three primary ways, none of which reduce your projected returns. Instead, they’re built into the structure to align our success with yours.

Acquisition Fee (1% – 5%)

This is a one-time fee charged at the close of a new investment. It covers the time, cost, and due diligence required to source, underwrite, negotiate, and structure a deal. The fee is typically 1%–5% of the total capital deployed depending on the deal complexity and size.

Example: If we invest $10 million into a syndicated deal, a 3% acquisition fee would be $300,000—paid by the fund, not taken from individual investor capital contributions.

Asset Management Fee (1% – 3% of Gross Revenue)

This ongoing fee compensates Zenya Capital for overseeing the day-to-day performance of the fund and each asset. Responsibilities include:

• Monitoring financials and KPIs

• Communicating with sponsors/operators

• Ensuring the business plan is being executed

• Providing investor updates and reporting

• Handling fund compliance, legal, and tax coordination

The fee is typically 1%–3% of the gross collected revenue from the property or deal, charged quarterly.

Equity Split (Carried Interest: e.g., 80/20 or 70/30)

Once investors receive their preferred return (e.g., 8%), the remaining profits are split between investors and Zenya Capital. This is known as the carried interest or equity split.

Common structures include:

• 80/20 split — 80% to investors, 20% to Zenya

• 70/30 split — 70% to investors, 30% to Zenya

• In some funds, this may shift via a waterfall once investors reach specific IRR hurdles (e.g., Zenya receives a higher % if the deal performs exceptionally well).

This performance-based compensation model means we only win when you win.

Fund of Funds Structure – Additional Considerations

Because we operate a Fund of Funds, Zenya Capital also invests into deals managed by other sponsors and syndicators. These third-party operators may have their own fees (acquisition, asset management, performance splits), which are built into the overall fund modeling.

However, we conduct deep due diligence on those operators and their fee structures to ensure returns are not diluted and remain in line with our targeted projections. We strive to negotiate favorable terms on behalf of our investors whenever possible.

No Hidden Fees

We do not charge:

• Setup fees

• Monthly subscription fees

• Transfer or exit fees (unless required by law or bank wires)

All fees are disclosed upfront in your investor documents.

Alignment of Interests

Every dollar we earn depends on the fund’s performance and your satisfaction. Our goal is to create a win-win structure where we only profit when you do, and our fees never compromise your projected returns.

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Investor Security & Risk Management Questions

1. What if there is a market downturn?
   Real estate cycles are inevitable. We mitigate this risk by investing in cash-flowing assets, using conservative underwriting, and maintaining ample reserves. Our focus is long-term value creation rather than short-term speculation.
2. How safe are these types of investments?
   While no investment is risk-free, real estate provides tangible asset backing and cash flow potential. We prioritize conservative strategies and diversify across markets and operators to reduce risk.
3. What happens if the sponsor fails to execute the business plan?
   We invest with experienced, vetted sponsors with strong track records. Ongoing asset management oversight ensures accountability, and we structure deals to allow corrective action if performance lags.
4. How is my capital protected in this structure?
   Investor capital is generally secured by the underlying real estate asset. In a Fund of Funds, your investment is diversified across multiple properties, operators, and markets to further protect principal.
5. Is my investment backed by a physical asset?
   Yes, your investment is ultimately backed by real estate—a hard, income-producing asset with intrinsic value.
6. What happens if the property underperforms or doesn’t meet projections?
   If a property underperforms, distributions may be reduced or delayed. However, strategic asset management, refinancing, or sale can provide other avenues for recovering and protecting capital.
7. What kind of insurance is in place for the property and fund?
   Each property is covered by comprehensive insurance policies including general liability, property damage, loss of income, and more. The fund may also carry umbrella coverage for additional protection.
8. Are there any personal guarantees on the loan or is it non-recourse?
   Most deals we participate in are structured with non-recourse loans, meaning investors and managers are not personally liable for the loan beyond the pledged asset.
9. What are the biggest risks involved in this type of investment?
   Risks include market fluctuations, interest rate changes, tenant vacancies, and execution risks. We mitigate these through rigorous due diligence, diversification, and proactive asset management.
10. Has this sponsor or fund ever lost investor capital before?
    To date, we have not lost investor principal in any of our deals. That said, past performance is not a guarantee of future results.
11. How do you stress-test deals before selecting them for the fund?
    We run multiple downside scenarios for each deal, including reduced occupancy, slower rent growth, and exit cap rate expansion to ensure the deal can weather adverse conditions.
12. What exit strategies are in place if market conditions change?
    Each deal includes multiple exit strategies such as refinancing, extended hold, or sale based on market conditions. Flexibility is built into our business plans.
13. Who has final decision-making power in a crisis?
    Zenya Capital, as the GP or fund manager, holds ultimate decision-making authority, but often in consultation with legal, financial, and operational advisors.
14. What are the worst-case scenarios and how are they handled?
    In a worst-case scenario, a property may underperform or be sold at a loss. In such cases, we aim to recover as much capital as possible and prioritize transparency and communication with investors throughout.
15. What happens to my investment if something happens to Zenya Capital or the General Partner?
    We maintain a key-person succession plan, team redundancy, and insurance policies to ensure the continued operation of the fund in case of a leadership change. Your investment remains active and managed.

Return, Structure & Transparency Questions

16. Are projected returns net of fees?
    Yes. All projections are presented net of fees so you see your actual expected return.
17. What is the preferred return and how does it work?
    Preferred return is a minimum return investors receive before the sponsor shares in profits. For example, if the preferred return is 8%, investors get that first before profit-sharing begins.
18. How are profits split between investors and managers?
    After the preferred return is met, remaining profits are split (e.g., 70/30 or 80/20), with the larger share going to investors and a smaller portion to Zenya Capital.
19. Is this an equity or debt investment?
    We primarily offer equity investments, meaning you own a portion of the asset and share in both cash flow and appreciation.
20. How often will I receive updates or reports on the investment?
    Investors receive quarterly updates with financials, property performance, and business plan execution status.
21. Can I see examples of past deals and performance metrics?
    Yes. We provide case studies and historical data on completed or ongoing deals to showcase performance.
22. How do I access my investment performance dashboard?
    We use a secure investor portal where you can track your investments, documents, distributions, and reports.
23. When and how are distributions paid out to investors?
    Distributions are typically paid quarterly via ACH transfer directly to your bank account.
24. What kind of tax documents will I receive?
    You will receive a Schedule K-1 annually detailing your share of income, losses, and deductions.
25. Will I get a Schedule K-1 every year, and when?
    Yes. K-1s are typically issued by March 31 each year, depending on the fund’s filing schedule.

Fund of Funds-Specific Questions

26. How are underlying syndications selected for the fund?
    We partner with experienced operators with strong track records, and deals are selected based on risk-adjusted return potential, location, and alignment with our investment thesis.
27. How diversified is the fund across sponsors, locations, and asset types?
    The fund is diversified across multiple deals, sponsors, markets, and asset classes, reducing single-point risk and enhancing return stability.
28. What due diligence does Zenya Capital perform on each sponsor and deal?
    We conduct background checks, review financials, verify track records, and evaluate the business plan, underwriting, and sponsor alignment.
29. How does Zenya ensure sponsor alignment and accountability?
    We prioritize deals where sponsors invest their own capital, receive performance-based compensation, and maintain transparent reporting.
30. Can I see the list of operators/syndicators Zenya Capital invests with?
    Upon request and depending on fund confidentiality, we can share select operator information and track records.
31. What’s the advantage of investing through a Fund of Funds instead of directly in a syndication?
    You gain access to institutional-quality deals, diversification across multiple investments, and hands-off management—all through one investment.
32. Are there any added fees for the Fund of Funds structure?
    Yes, we may charge a modest management fee (e.g., 1%) and share in the profits via an equity split. All returns shown are net of fees.
33. Is my investment tied to one property or spread across many?
    Your investment is spread across a portfolio of properties, offering greater diversification and risk mitigation.
34. How liquid is my investment? Can I get my money out early?
    These are illiquid investments intended for long-term holds (typically 3-7 years). Early withdrawal is generally not possible.
35. What’s the lock-up period and why is it necessary?
    The lock-up period ensures stable capital for property operations and value creation. It typically ranges from 3 to 5 years depending on the fund.

36. What Happens If the General Partner (GP) or Key Decision-Maker Passes Away?
    At Zenya Capital, we take continuity planning very seriously. This is not a one-person operation—it’s a system built for resilience. In the event that a key member of our leadership team—such as the General Partner or a principal decision-maker—passes away, becomes incapacitated, or is otherwise unable to fulfill their duties, we have well-defined keyman contingency protocols already in place.

    Here’s how we proactively mitigate this risk:

    • Keyman Provision (Built Into the Docs):
      Every fund we launch includes a legally binding keyman clause in the Private Placement Memorandum (PPM) and Limited Partnership Agreement (LPA). If the designated key person is no longer able to serve, this clause is triggered to protect investors. In most cases, it grants LPs the right to pause new investments or even vote to unwind the fund.

    • Orderly Wind-Down with Capital Return:
      If no suitable leadership transition is feasible, we’ve established protocols to liquidate the fund in an orderly manner and return capital to investors. This process is carried out by our legal and administrative partners with built-in redundancies, ensuring a clean execution even in difficult times.

    • Key Person Life Insurance:
      Zenya Capital holds life insurance policies on critical members of the leadership team. This is not just a financial safeguard—it’s a bridge to continuity. These policies provide necessary capital to maintain operations, support transitions, or facilitate investor paybacks in a worst-case scenario.

    • Succession Plan & Advisory Oversight:
      We’ve developed a structured succession plan that designates qualified internal leaders or pre-approved external operators who can assume GP responsibilities. This plan is overseen by our legal counsel and strategic advisory board, ensuring a seamless transition of power without compromising your investment.

    • Team-Based Structure & SOPs:
      We are not a one-person show. All core functions—underwriting, capital raising, asset management, and investor relations—are distributed across a team. Our internal SOPs (Standard Operating Procedures) ensure that even if a leader steps away, operations continue as planned.

    • Redundancy with Legal and Administrative Firms:
      We work with multiple third-party legal, fund administration, and compliance firms—creating a multi-layered safety net. This means that in the event of a disruption, all decisions, communications, and capital movements can still be executed with full fidelity.

    • Additional Protection for Fund of Funds:
      Because we operate a Fund of Funds model, your investment is further diversified across multiple syndications and sponsors. If something were to happen at the GP level of Zenya Capital, the underlying investments (i.e., the operating partners and their properties) continue to generate income and deliver results, reducing exposure to any single point of failure.

    At Zenya Capital, we believe investor capital should never depend on one individual’s presence. That’s why we’ve built not just a company, but a durable ecosystem of leadership, legal infrastructure, and operational continuity—designed to honor your investment no matter what life throws our way.

 

Investor Returns Questions

1. What is the minimum investment?
Minimum investment amounts vary by deal but typically start around $50,000. This amount ensures proper diversification and participation in high-quality opportunities.

2. When are distributions made to investors?
Distributions are usually paid quarterly, though some deals may offer monthly or semi-annual payouts depending on cash flow and structure.

3. What is a preferred return?
A preferred return is the minimum annual return investors receive before profits are split with the sponsor. Common preferred returns range from 6% to 10%.

4. Can I 1031 Exchange from one deal to another?
1031 Exchanges are generally not compatible with fund or syndication structures unless structured specifically for that purpose. Consult your tax advisor for individual suitability.

5. Can I invest into the deal with my LLC or Self-Directed IRA?
Yes. Many investors use LLCs, Self-Directed IRAs, or trusts. We assist with proper documentation and compliance throughout the process.

6. What type of funds can I use to invest?
You can invest using cash, funds from LLCs or trusts, Self-Directed IRAs, solo 401(k)s, and other qualified sources.

7. What’s the difference between a split and a waterfall?
A “split” refers to the division of profits (e.g., 80/20 investor/sponsor). A “waterfall” is a more detailed structure where profit-sharing changes after certain return hurdles are met.

8. How often are returns distributed—monthly, quarterly, or annually?
Most deals distribute returns quarterly, though it depends on asset performance and the deal structure.

9. Are returns guaranteed?
No. While we target strong risk-adjusted returns, all real estate investments carry risk, and returns are never guaranteed.

10. How is my share of the profits calculated?
Profits are calculated based on your ownership percentage in the deal after preferred returns and applicable splits or waterfall tiers.

11. Do I get a return during the hold period, or only at sale?
Yes, many deals offer regular cash flow distributions during the hold period, in addition to profits from a sale or refinance at the end.

12. What happens to my returns if a project underperforms?
If a property underperforms, distributions may be reduced or paused. Investors are updated regularly and returns may resume when performance improves.

13. How do taxes affect my investment returns?
Investments are often tax-advantaged through depreciation and cost segregation. You’ll receive a K-1 to report income, losses, and deductions.

14. What is an equity multiple and how is it different from IRR?
Equity multiple is the total return on your investment (e.g., 2x means doubling your money). IRR accounts for time and shows your annualized return rate.

15. When do I receive my original investment back?
Your principal is typically returned upon a liquidity event such as a refinance or property sale at the end of the hold period.

16. Are distributions reinvested or sent to my account?
Distributions are typically sent to your bank account via ACH. Reinvestment options vary depending on the fund.

17. Is there a reinvestment option for returns or proceeds?
Some funds offer a reinvestment feature or rollover opportunities into future offerings. This will be specified in the offering documents.

18. How are returns tracked and reported to investors?
We provide a secure investor portal where you can view your investment performance, reports, and historical distributions.

19. Can I rollover my returns into future deals?
Yes, many investors choose to reinvest their distributions into future offerings to compound their returns.

20. What is the difference between cash-on-cash return and total return?
Cash-on-cash measures annual cash flow as a percentage of your investment. Total return includes both cash flow and appreciation over the life of the investment.

Reporting & Communication

1. How is reporting and communication handled with investors?

At Zenya Capital, we believe in transparency and proactive communication. Here’s what you can expect throughout your investment:

• Reporting Frequency:
  You’ll receive performance updates once or twice a month, depending on the deal’s activity. These typically include key financials, occupancy trends, rent collection updates, and any major developments.

• Quarterly Reports:
  Every quarter, we issue a comprehensive report detailing the fund’s or property’s financials, strategy execution, and any market conditions affecting performance. These reports include visuals, income statements, and a written analysis from our asset management team.

• Monthly GP Zoom Calls:
  Investors are invited to attend a monthly Zoom call with our General Partners. These calls are a chance to hear strategic updates, ask questions, and understand how decisions are being made in real time.

• Annual Investor Summary:
  Once a year, we deliver a full annual performance review of your investment. This includes a detailed recap of all distributions, financial performance, projected outcomes, and key insights from the team.

• Technology & Reporting Platforms:
  We use trusted third-party fund administration and reporting platforms such as NAV Consulting, Juniper Square, Carta, Altvia, and InvestNext to deliver accurate, secure, and timely data. These systems allow you to log into your own dashboard to track performance, access documents, and download tax forms like your K-1.

This multi-tiered communication structure ensures that you’re never left in the dark and have everything you need to feel confident in your investment.

2. How are distributions handled and when do I receive year-end summaries?

Zenya Capital is committed to consistent, transparent distribution and reporting practices so you always know where your money is and how it’s performing.

• Distribution Frequency:
  Most of our deals provide quarterly distributions, though some investments may distribute monthly or semi-annually depending on asset performance and structure. Distributions are typically sent via ACH transfer directly to your bank account.

• Distribution Timeline:
  Distributions usually begin within the first 3–6 months of investment once the asset stabilizes or begins producing income. In the case of value-add properties, this may take longer and is communicated in advance.

• Year-End Summary Reports:
  Each year, we prepare a comprehensive investment summary and performance review for every investor, delivered after the close of the calendar year. These summaries include:

  • Total distributions received

  • Outstanding capital

  • Property or fund performance

  • Tax documentation breakdown (Schedule K-1)

  The cut-off date for annual reporting is December 31st, and summaries are typically delivered in Q1 of the following year, often alongside your K-1 tax documents.

• Investor Portal Access:
  All distribution history, reporting, and tax documents are securely stored and accessible 24/7 in your Zenya Capital investor dashboard through platforms such as NAV Consulting, InvestNext, or Juniper Square.

• Are These Terms Set in Stone?
  Yes—distribution schedules, reporting timelines, and all related terms are formally outlined in the fund’s legal documents, including the Private Placement Memorandum (PPM), Operating Agreement, and Limited Partnership Agreement (LPA). You will have full access to these documents before committing capital.

Our goal is to make your investing experience passive, predictable, and professional—backed by clear communication and reliable returns.

3. How does the lock-up provision work and when can I withdraw my capital?

Once you join a Zenya Capital investment, you’re typically committed for the full duration of the deal—this is known as a lock-up period. The lock-up provision helps us protect the performance and integrity of the fund by ensuring stability of investor capital while assets are being improved, managed, or repositioned.

However, the lock-up structure may vary depending on the type of fund or investment. Here’s how it generally works:

Standard Lock-Up Provisions

• Most of our funds have an initial lock-up period of 12 months, meaning you agree not to withdraw your investment for at least one year.

• After that first year, you typically need to give 90 days’ written notice to initiate a redemption request.

• If approved, capital would then be returned at the end of the upcoming quarter, subject to available liquidity and at the sole discretion of the fund manager.

Quarterly Liquidity Windows (Open-End Fund Model)

For funds structured as open-end vehicles, we may allow quarterly capital contributions and redemptions after the initial lock-up period, meaning:

• You can add more capital each quarter.

• You can request to withdraw capital during designated quarterly redemption windows, subject to availability of liquid assets and compliance with fund policies.

Important Context for Fund of Funds

Because Zenya Capital often operates as a Fund of Funds, we invest in underlying real estate syndications, which have their own lock-up periods and liquidity restrictions. This means:

• We are subject to the timelines and liquidity constraints of the deals we invest in.

• Even if our fund allows for redemptions, capital may be tied up until a liquidity event (e.g., refinance, sale) occurs in the underlying deal.

• In essence, we cannot return capital we don’t yet control, making investor alignment and commitment critical to our strategy.

All Terms Disclosed in Fund Documents

The full lock-up structure—including withdrawal rules, redemption notice periods, and quarterly contribution terms—is clearly defined in the:

• Private Placement Memorandum (PPM)

• Operating Agreement

• Limited Partnership Agreement (LPA)

Make sure to review these documents prior to investing. Our team is always available to walk you through the details so you fully understand the timeline and mechanics of your investment.

How Does Zenya Capital Compare to Other Investment Firms?

1. How Does Zenya Capital Compare to Other Investment Firms?

At Zenya Capital, we believe that transparency, constant learning, and honest self-assessment are essential to serving our investors with excellence. That’s why we don’t just compete—we actively study, learn from, and improve upon what others in the industry are doing.

We regularly evaluate other capital raisers, fund managers, and real estate syndicators—not out of competition, but out of respect for the evolving landscape of private equity real estate. This includes looking at:

• Their investor communications and onboarding process

• Deal structuring transparency

• Track record of investor returns and how consistently they hit projections

• Reputation among operators and investors alike

• Technology and platform usability

• Responsiveness and accessibility of their team

We also go a step further by reaching out to current investors of other firms—asking them honest questions like:

• What do you love about working with this group?

• Where have you seen gaps in their service or reporting?

• How could they better support your goals as an investor?

We use this feedback to refine our own systems, tools, and investor experience so that we never stop improving. We’re not afraid to name other firms we admire for their strengths—we believe giving credit where it’s due shows maturity and confidence in what we do differently.

For example, some firms might excel in marketing but fall short on investor education. Others may offer great returns but struggle with clarity around tax reporting or communication frequency. We take note of all of it—learning what to emulate and what to improve.

Our goal is simple: To be the firm others eventually benchmark against.
That only happens when we listen more, learn more, and hold ourselves to a higher standard every single day.

 

What Motivates Us to Do Better?

At Zenya Capital, what drives us isn’t just returns—it’s responsibility. We’re entrusted with real people’s capital, dreams, and long-term security. That trust motivates us to operate at the highest possible standard—not just when things are going well, but especially when challenges arise.

We’re motivated by:

• The investors who believe in us. Every dollar invested represents years of hard work, sacrifice, and faith in our stewardship. That humbles us—and it fuels our relentless pursuit of better deals, better communication, and better systems.

• The families behind the investments. When someone invests with us, they’re doing it for a reason: to send a child to college, to retire comfortably, to build generational wealth. We see the human story behind every wire transfer, and we carry that responsibility with honor.

• The desire to set a new standard in this industry. Too many firms focus on “just getting the deal done.” We want to be the group that gets it done right—with integrity, empathy, and a long-term mindset. We aim to be a firm that educates, communicates transparently, and always puts alignment first.

• Our own growth mindset. We’re obsessed with improvement. We challenge ourselves with questions like: How can we be clearer, faster, more insightful? How can we de-risk deals better? How can we make the investor experience seamless and empowering?

• Legacy. We’re not building Zenya Capital just to be another name in a crowded field. We’re building something that lasts—a legacy of trust, performance, and leadership in the fund-of-funds space. That kind of impact only happens when you demand more of yourself—every day.

At the core of it all is one simple truth: we care deeply. About our investors, about the deals we select, and about the reputation we’re building over the next 10, 20, 30 years. That’s why we never settle—and why we never will.

Security & Compliance, Risk Management, Investor Security & Risk Management, Regulatory Compliance & Investor Onboarding.

How Does Compliance Work? (KYC, AML, and Other Regulatory Checks)
At Zenya Capital, we take investor protection, regulatory compliance, and financial integrity seriously. Whether you’re investing in a Fund of Funds or a direct syndication, you can expect a professional onboarding process designed to safeguard both the fund and our investors from risk.

Here’s how our compliance process works:

Know Your Customer (KYC)

Before any capital is accepted, every investor must go through KYC verification. This process confirms your identity and helps us ensure we are working only with verified individuals or entities.
This includes:

• Government-issued photo ID (e.g., passport or driver’s license)

• Proof of address (e.g., utility bill, bank statement)

• Entity documentation for LLCs or Trusts (e.g., articles of incorporation or trust agreement)
  We use industry-standard compliance platforms and tools to process KYC data securely and efficiently.

Accreditation Verification

Most of our offerings are 506(c) under Regulation D, meaning we are only allowed to accept accredited investors.
To verify accreditation status, we may require:

• A letter from your CPA, attorney, or investment advisor

• Income or net worth documentation

• Third-party verification services (such as VerifyInvestor, Parallel Markets, or InvestReady)

Anti-Money Laundering (AML) Compliance

Zenya Capital also conducts AML checks to prevent the use of our investment vehicles for illicit activities.
We screen all investors against:

• OFAC Sanctions lists

• Global watchlists

• Politically Exposed Person (PEP) databases

• Adverse media and high-risk jurisdiction alerts
  These checks are performed by licensed fund administrators or third-party compliance partners such as NAV Consulting, Assure, or NES Financial.

Data Security and Confidentiality

All personal and financial information is handled through secure, encrypted platforms. Our fund administration partners are SOC-2 compliant, meaning your data is protected with the highest cybersecurity standards in the financial industry.

Subscription Agreements and Legal Docs

Each investor signs legally binding documents before investing, including:

• Subscription Agreement

• Operating Agreement or LPA

• Private Placement Memorandum (PPM)
  These documents outline your rights, responsibilities, and the legal structure of your investment, ensuring full transparency.

Ongoing Compliance Monitoring

Even after onboarding, our team and third-party fund administrator continually monitor for unusual activity or red flags. If there are material changes to investor status or entity ownership, we re-verify as needed to stay compliant with SEC regulations.

Bottom Line:
Compliance isn’t just a checkbox for us—it’s a core part of building long-term trust with our investors. From KYC and AML checks to accreditation verification and ongoing monitoring, we follow strict procedures to meet both SEC guidelines and global best practices.

Investing involves risk, including loss of principal. Past performance does not guarantee or indicate future results. Any historical returns, expected returns, or probability projections may not reflect actual future performance. While the data we use from third parties is believed to be reliable, we cannot ensure the accuracy or completeness of data provided by investors or other third parties.

Neither Zenya Capital Investments nor any of its affiliates provide tax advice and do not represent in any manner that the outcomes described herein will result in any particular tax consequence. Offers to sell, or solicitations of offers to buy, any security can only be made through official offering documents that contain important information about investment objectives, risks, fees and expenses. Prospective investors should consult with a tax or legal adviser before making any investment decision.

Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does  not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.