CityVest ApexOne Fund LLC

Investment Overview

Summary

CityVest ApexOne Fund Overview
Strategy

Investing in Student Housing and Multifamily Assets
Market

ApexOne Investment Footprint & Case Studies
Team

Real estate professionals with 150+ years of experience
Track Record

Internal Rate of Return (IRR) over 23%

Investment Summary

Fund Type

Multi-Family & Student Housing

ApexOne Fund Size

$55,034,000

Amount Closed

$33,000,000

Asset Profile

Value Add

Min. Investment

$25,000

Life of Fund

5-7 Years

Targeted Return

13% to 15%

Limited spots available to invest

Investment Closed

Fund Description

CityVest ApexOne Fund LCC (the “Fund”) will invest substantially all of its assets in ApexOne Growth & Income Fund II LP (the “ApexOne Fund”). ApexOne Investment Partners, LLC (“ApexOne” or the “Firm”) is seeking to raise up to $100 million in capital for ApexOne Growth & Income Fund II LP, and has already closed on over $33 million as of September 2017. In addition, ApexOne Fund has closed on 8 acquisitions by September 2017. As of May 2017, ApexOne Fund is guaranteeing a 10.4% cash-on-cash return.

Key Considerations

The Fund provides individual investors with access to a $100 million institutional real estate fund named ApexOne Fund. ApexOne Fund will have acquired 8 properties by September 2017.
The Fund has a low minimum investment amount per investor. Fund will aggregate the capital raised with other investors allowing it to meet the high minimum investment amount that is typical in an institutional fund such as ApexOne Fund.
ApexOne's Fund has a annualized cash on cash yield to investors in excess of 10% on invested capital as of 5/1/17.
ApexOne's first Fund has an unrealized IRR of 20.7% as of 12/31/16.
Apex One sold their first asset out of Fund I and produced a fund level IRR of 128% and a 5.75 multiple.

ApexOne Fund Overview

ApexOne is a dedicated real estate investment firm that specializes in multifamily and student housing properties.
ApexOne is headquartered in Houston with additional offices in Chicago, West Palm Beach and Phoenix.
The ApexOne senior partners have more than 130 years and $10B of combined multifamily and other real estate sector expertise; the partners were former executives with JMB Realty, Heitman, Trammel Crow, PM Realty Group, Adams LaSalle, Hendricks & Partners, and JPI.
ApexOne, directly and along with a series of institutional and private equity partners, have purchased more than 25 assets nationwide since 2011. Joint Venture partners have included Balfour Beatty, Crow Holdings, Behringer/Harvard, Hudson Capital Partners, Rockstreet Partners and First Capital Advisors.
ApexOne’s diverse experience has included advising, purchasing and joint venturing across a portfolio of Class A, Class B and Class C properties specific to the multifamily and student housing segments.
ApexOne's first fund incorporates 13 properties (2,352 units / 3,442 beds) in a nationwide real estate footprint with a 60/40 mix of multifamily/student housing Class A-/B+ assets; 8 Joint Venture Partners

ApexOne Strategic Partners

Banking & Escrow Agent
Auditor & Tax Advisor
Third Party Administrator
Fund Counsel

- Berkadia
- Behringer/Harvard
- First Capital Advisors
- Cushman & Wakefield
- Balfour Beatty Communities
- Rockstreet Partners
- Asset Campus Housing
- Crow Holdings
- Hudson Partners
- Peak Campus
- Hawthorne Realty Partners
- 18 Capital Group
- Alliance Residential
- CBRE
- Engineered Tax Service
- ZRS (Zom Realty Services)
- ARA Newmark
- JLL
- AXIOMetrics
- Liberty Trust
- National Financial Services

This list represents a partial list of vendors, property partners and JV partners that have worked or are currently working with ApexOne. These entities may or may not be associated with the ApexOne Growth and Income Fund II.

ApexOne Benefits Provided to Fund Investors

REOCCURRING RENTAL ENVIRONMENT

Supply and demand fundamentals, which are supportive of investing in the multifamily sector.
FAVORABLE FINANCING

Historically low interest rates and favorable financing terms at a time when basic multifamily investment fundamentals are showing continued strength.
INSTITUTIONAL OVERSIGHT

As an institutional investment manager, ApexOne will review every aspect and decision related to the acquisition, finance and ongoing operations of the properties.
PORTFOLIO DIVERSIFICATION

The ApexOne Fund will be a diversified group of multifamily and studenty housing properties.

Why Real Estate?

Diversification

Real estate investments are considered a non-correlated alternative asset class.
Cash Flow & Appreciation

Stabilized real estate generally benefits from regular and predictable cash flow.
Low Interest Rate

Historically low interest rates may allow real estate to generate higher cash flows.
Income Tax Treatment

Ordinary income can be minimized through the use of an accelerated depreciation strategy that may generate passive losses.
Hedge Against Inflation

Rents, land values and replacement costs typically move upward with inflation.
Multiple Exit Strategies

Real estate assets can be disposed of through individual or portfolio liquidations, asset refinancing, mergers, or a “roll up” through a portfolio capitalization.

ApexOne Investment Objectives

Assemble a strategically diversified portfolio of Class A & B multifamily and student housing properties
Invest in markets demonstrating job (or enrollment) growth, positive economic fundamentals and strong demographics
Purchase properties with stable cash flow
Reposition properties through upgrades, renovations and/or new management to increase cash flow and enhance capital appreciation
Portfolio target of approximately 20 properties with a national footprint
Target preferred annual return to investors of 8%
Target IRR of 13%-15%
Approximately 50% of properties purchased in conjunction with JV partners
100% with “best in class” on-site management

Why Now May Be a Good Time to Invest

Investors in the ApexOne Fund can benefit from investing in Student Housing and Multifamily Assets from:

Returns

On a risk adjusted basis, multifamily assets (including student housing) are historically more favorable than other real estate sectors. A typically non-correlated asset, apartments rarely experience the volatility of other property types.
NOI Growth

According to AXIOMetrics, multifamily was the only asset class demonstrating NOI growth over the past two years. At year-end 2015, NOI Growth in apartments exceeded 10% and was still growing while other asset classes were in decline (office 4.5%, industrial 3.9%, and retail 2.5%).
Increasing Demand

The number of renters by choice and renters by necessity is increasing. Enrollment at colleges and universities throughout the country has remained strong resulting in record occupancy levels in both on- and off-campus student housing facilities.
Occupancy

Over the next four years, occupancy is projected to hover around 94.5% and 96.0% respectively in market rate multifamily and student housing.
Rent Growth

Nationwide, rents continue to grow as a result of higher occupancy levels, constrained supply and fewer alternatives to renting.
Supply

New supply is projected to average approximately 325,000 units per year over the next four years with absorption being at or near that number.
Favorable Financing

Apartment and student housing communities continue to enjoy the most favorable financing terms of any of the commercial real estate sectors.

Demand for Rental Properties

Demand for rental property from tenants is increasing due to a number of economic and demographic events including:

POPULATION

The significant percentage of the population who are in their prime apartment renting years of 20 to 34
GROWTH

A steady growth in public and private university enrollment
WORKFORCE

The creation and expansion of a mobile workforce
RENTERS

Traditional homebuyers who are electing to remain renters
ACCESS

The continued tight home mortgage market

Millennial Statistics

13,700 people per day turn 21
5,000,000 people per year will enter the housing market for the next 10 years
26,000,000 people are still living at home after college
$35,000 average debt at graduation from college

Millennial Trends

Prefer Time over Money
Live in proximity to work and play
Delaying getting married and starting a family
Highly mobile work force
Leading edge of Millennials should be entering the home buying market but are not
Have difficulty raising equity and securing debt to buy a home

Why Multifamily & Student Housing

Multifamily Investment Attributes

Apartments average return over a 30-year period is the best of the primary property sectors averaging 12%.
Apartments have the most efficient cash flow and typically convert 83% of NOI into cash flow compared to industrial properties at 74%.
Apartments have the lowest re-tenanting costs and typically have the lowest cost of debt and capital.
Apartment rents can adjust daily, weekly or monthly making them more reflective of changing market conditions.
Apartment fundamentals appear strong over the next five to seven years.

Sources: Axiometrics, NMHC

Student Housing Thesis

College is no longer optional; Global Competition is up; Job Competition is intense.
Nationwide, On-Campus occupancy is 93.5% and Off-Campus occupancy is over 95%. On average, a college freshman class will absorb 80% of on campus housing.
Students who live their first year on campus are 3X more likely to graduate from college. Sophomores and juniors are the target of ApexOne’s student housing properties.
Today’s students and parents care about safety, convenience and cost. Off-Campus housing allows them to control these factors, especially cost.
Today’s student cares about communal space and quality of living. New Off-Campus housing is amenity driven.
In many cases, a property management change alone can make a significant difference in asset performance.
ApexOne looks beyond the obvious details to specific trends, attendance related to connected schools (i.e., a Jr. college that serves as a feeder to a specific University) to find the right opportunities.
Improvements focus on lifestyle, amenities and new resident transition. Parents appreciate the ease of transition (furnished rooms, furnished common area, etc.), as well as gated parking and study rooms.
Parent’s involvement along with their personal guaranty of leases (99%) reduces risk.
College and Universities are moving away from the housing business and relying on providers like ApexOne.

Sources: Axiometrics, NMHC, U.S. Census Bureau, Univ. of South Carolina, Asset Campus Housing

ApexOne Investment Footprint

Legends Place
Lawrence, Kansas
Gateway
Tempe Arizona
Park Hudson Place
Bryan, Texas
College Edge
Bryan, Texas
Gateway at Tempe
Tempe, Arizona
Brook Place
Huntsville Texas
Summer Trace
Gulf Shores, Alabama
Windscape
Daphne, Alabama
Park Place
Foley, Alabama
Ashley Club
Pensacola, Florida
Arbor Club
Pensacola, Florida
Carmendy Square
Lady Lake, Florida
Summer Chase
Little River, South Carolina

ApexOne Fund II Property Case Study

Tuscany Place Apartments – Ocala, FL

The Strategy

Tuscany Place was built in 1997 and has not been renovated since it was developed, yet it has still remained competitive in the Ocala market. The current ownership has held the property for the past 18 years without performing any changes or improvements to any of the original finishes. Occupancy has remained in excess of 95% (the highest in the market) while rents trail the market by approximately $180 per month. Rents at Tuscany Place average $0.77 per month, the lowest among comparable properties in the market. The sponsor believes that with a well-managed renovation program, rents can be increased without pricing current and future residents out of the market.

ApexOne is teaming with one of the premier management companies and operators in the region, The Collier Companies, who will also have a minority investment in Tuscany Place. Collier will bring local expertise to the management of the community along with the implementation and management of the renovation program resulting in savings to the partnership.

Market Highlights

74% of housing within 1 mile is renter occupied
34% of ages 25+ have a bachelor degree or higher within a 1 mile radius
15.5% population growth from 2015–2020 within a 1 mile radius

Actual financial results may vary significantly from what is provided in this presentation. Information and targeted returns are for illustrative purposes only. All returns are based on equity invested by ApexOne Growth and Income Fund II.

Investment Summary

Property Type

Multi-Family

Location

Ocala, FL

One, two and three bedroom apartments

1997

Asset Profile

12 buildings with 288 units spread over 19 acres

Purchase Price

$29,250,000

Capital Reserve

$3,050,636

Loan Amount

$21,060,000

Purchase Date

1/2017

Total Equity

ApexOne Fund II (90%)
The Collier Companies (10%)

Target Cash Yield

9.57%*

Targeted 5-Yr IRR

15.94%*

(*) Fund returns and yields are not guaranteed.

ApexOne Fund II Property Case Study

Crescent Commons – Fayetteville, NC

The Strategy

Crescent Commons has experienced ownership issues that have resulted in rents and occupancy lagging the market. Current owners are unwilling to put additional capital back into the asset resulting in the inability to properly turn units, deferred maintenance and lack of curb appeal. At closing, Hawthorne Residential Partners, with whom the General Partner has an existing property management relationship, will assume responsibility for management and leasing of Crescent Commons. Capital improvements to the common areas will focus on the pool (decking, furniture, expansion of the outdoor kitchen), parking lots and curb appeal, along with improvements to the landscaping including the implementation of a seasonal planting schedule.

Market Highlights

Downtown Fayetteville in a predominately single-family neighborhood
Cape Fear Valley Medical Center (1,000+ employees) and Fort Bragg (74,000+ employees) are both located within 3.5 miles of Crescent Commons.
Cross Creek Mall, a 1,000,000 sq. ft. regional shopping mall home to over 100 stores, is approximately 1.5 miles from the property

(*) Fund returns and yields are not guaranteed.

Investment Summary

Property Type

Multi-Family

Location

Fayetteville, NC

Complex Vintage

2002/2006

Purchase Price

$17,200,000

Purchase Date

2/2017

Total Equity

$5,840,000

ApexOne Fund II

$2,920,000

Hudson Capital Investors

$2,920,000

Target Cash Yield

13.03%*

Targeted 5-Yr IRR

18.85%*

(*) Fund returns and yields are not guranteed. Terms are subject to change which would impact yields and IRR.

ApexOne Fund II Property Case Study

Gateway at College Station – College Station, TX

The Strategy

ApexOne Growth & Income Fund I & II (the “Funds”) are under contract to acquire Gateway at College Station a purpose-built student housing property serving Texas A&M in College Station, TX. Texas A&M is the 4th largest university in the country. Enrollment at the university is up 13.5% over the past five years, from 49,129 in Fall 2010 to 57,934 in Fall 2015.

The property is being acquired by the Funds through a joint venture with Paravest, a private equity real estate firm based in Dallas, Texas. Gateway at College Station was developed in 1998 and is in substantially original condition, making it an ideal property for the value-add strategy of the Funds. Shortly after closing, Gateway will undergo a renovation program to upgrade the common area amenities as well as modest interior unit improvements. Some of these improvements will include an expanded and upgraded fitness center, enhanced pool area amenities, and curb appeal enhancements such as landscape upgrades and modernizing the exterior paint scheme.

Market Highlights

Gateway at College Station is located southeast of Texas A&M University, less than ½ mile from campus.
The asset is situated in a well-established student housing neighborhood with direct access to the university.
Gateway is currently 99% leased and 78% pre-leased (as of May 2016) for the upcoming 2016-2017 school year.
During the due diligence process, it was confirmed that determined the subject property’s rents are approximately $80 per bed (on average) below other properties within its respective competitive market.

Actual financial results may vary significantly from what is provided in this presentation. Information and targeted returns are for illustrative purposes only. All returns are based on equity invested by ApexOne Growth and Income Fund II.

Investment Summary

Property Type

Student Housing
Texas A&M University

Location

College Station, TX

Complex Vintage

1998

Asset Profile

960 beds / 292 units

Purchase Price

$41,500,000

Purchase Date

6/2016

Capital Reserve

$3,015,290

Loan Amount

$31,750,000

Total Equity

$12,765,290
Inst. Partner 79.12%;
ApexOne G&I Fund I 10.44%*;
ApexOne G&I Fund II 10.44%*;

Targeted Annual Cash Yield

10.93%*

Targeted 5-Yr IRR

19.12%*

(*) Fund returns are not guaranteed; 50/50 equity split between Fund I and Fund II may be allowed at the discretion of the General Partner.

ApexOne Fund II Property Case Study

Javelina Station – Kingsville, Texas

The Strategy

ApexOne Growth & Income Fund II, LP (the “Fund”) has acquired Javelina Station, a purpose-built student housing property serving Texas A&M Kingsville (TAMU-Kingsville) in Kingsville, TX. The school has demonstrated significant enrollment growth over the past several years, averaging more than 8% annual growth for the last five years and more than 9% for the past two years. Per the school’s Campus 2020 Master Plan, the university expects enrollment to increase to approximately 12,500 from its fall 2015 enrollment of 9,207.

Market Highlights

Strategically located directly across the street from TAMU-Kingsville, less than half a mile from the center of campus
Javelina Station is irreplaceable as the premiere property in the Kingsville market
Texas A&M Kingsville has demonstrated significant enrollment(8%/yr) growth over the past several years

(*) Fund returns and yields are not guaranteed.

Investment Summary

Property Type

Student Housing Texas A&M Kingsville

Location

Kingsville, TX

Complex Vintage

2005

Purchase Price

$15,750,000

Purchase Date

10/2016

Capital Reserve & CC

$1,236,085

New Debt

$11,418,750

Total Equity

$5,567,335

ApexOne Fund II Equity

$1,113,467

JV Partners Equity

$4,453,868

Target Cash Yield

10.88%*

Targeted 5-Yr IRR

15.77%*

(*) These returns are not guaranteed

ApexOne Fund II Property Case Study

Spring Valley Club – Panama City, FL

The Strategy

ApexOne Growth & Income Fund II (the “Fund”) has acquired Spring Valley Club located in Panama City, FL. Spring Valley Club is a stable cash flowing asset built in 1987, which has a proven value-add strategy underway. The Partnership plans on continuing the renovation program, which is designed to enhance the rent potential on future leases and increase the asset’s cash flow. Panama City is located in the panhandle of northwest Florida on St. Andrews Bay and the Gulf of Mexico. The area, known for its 27 miles of white sandy beaches, is a major tourism destination, attracting seven million visitors annually.

Market Highlights

Spring Valley Club’s location is considered irreplaceable with excellent access to major thoroughfares, employment centers, premiere retail destinations, educational centers, and recreational amenities<./li>
Gulf Coast Regional Medical Center, Panama City Square and Panama City Mall are within minutes of the property.
Gulf Coast Regional Medical Center is a nationally recognized medical center that serves Panhandle/Northern Florida as the region’s only Pediatric ICU and area’s only Pediatric ER.
Panama City Square and Panama City Mall, both located just off W 23rd Ave, provide numerous convenient retail, dining, and entertainment options for tenants of Spring Valley Club.

Actual financial results may vary significantly from what is provided in this presentation. Information and targeted returns are for illustrative purposes only. All returns are based on equity invested by ApexOne Growth and Income Fund II.

Investment Summary

Property Type

Multi Family

Location

Panama City, FL

Complex Vintage

1987

Asset Profile

160 units

Purchase Price

$14,720,000

Purchase Date

10/2016

Capital Reserve & CC

$1,501,632

Loan Amount

$11,152,000

Fund II Total Equity

$5,069,632

Targeted Annual Cash Yield

12.06%*

Targeted 5-Yr IRR

16.15%*

(*) Fund returns are not guaranteed,

ApexOne Fund Management Team

ApexOne Investment Partners has assembled a team of motivated real estate professionals with a combined 150+ years and $10B of industry experience. We execute a disciplined approach at all times, but remain agile with the ability to capitalize on opportunities as they arise. The company culture fosters teamwork and encourages innovation. We are relentless in our pursuit of performance excellence.

Jim Hearn
Senior Partner
Tim Burns
Senior Partner
Ernest Johnson
Senior Partner
Bill Saul
Partner

Strategic Direction of the Firm and Investment Portfolio; Capital Relationships: Acquisitions and Asset Management; Partner Relationship Development

Jim serves as a Manager and member of the Investment Committee for the ApexOne Fund. He focuses on Company and Partnership strategy, capital relationships and deal sourcing. During his 30 years in the multifamily industry, Jim has closed over $4.5B of transactions and served as a national partner for Hendricks & Partners (1997-2011), Allied Realty Services (1990-1997), and Eton Financial Group (1985-1990). Jim currently serves as an active member of the National Multifamily Housing Council, National Apartment Association and Houston Apartment Association. He is active in the community, and supports Children’s Immunization Services through the Whispering Pines Golf Club and World Health Golf Association. Jim attended Gustavus Adolphus College in St. Peter, MN (1978-1982) and was named an NCAA Collegiate All-American tennis player for three consecutive years from 1980-1982. Jim is a principal with Triumph Golf, a private firm that invests in and manages golf course properties.

Strategic Direction of the Firm and Investment Portfolio; Multifamily & Student Housing Acquisitions; Asset Management; Client Communication; Partner Relationship Development

Tim serves as the Director of Acquisitions and Director of Asset Management, and is a Member of the Investment Committee for the ApexOne Fund. He focuses on Company and Partnership Strategy, Acquisitions, Dispositions and Asset Management. Tim has 27 years of real estate experience including the acquisition, finance, renovation, asset management and disposition of over 15,000 residential units, ten million square feet of industrial/warehouse space and four million square feet of retail property. Prior to joining ApexOne Investment Partners, Tim served as a Principal of Adams LaSalle Realty, a Chicago based multifamily investment sponsor where he was responsible for the firm’s acquisitions and venture partner relationships. Tim served as the Senior Vice President and Portfolio Manager of Heitman Capital, an institutional real estate investment advisor with over $25B of assets under management. His portfolio at Heitman Capital included $2B of multifamily, office, industrial and retail assets. Prior to the acquisition of JMB Realty Corporation by Heitman Capital, Tim served as Portfolio Manager for funds within JMB Institutional Realty Corporation, including JMB Group Trust V, the largest fund invested by JMB. Within these funds, Tim was responsible for a variety of large assets with values in excess of $100M each, and led the value enhancement strategies whereby the funds significantly outperformed their relevant index returns. Tim is an active member of National Multi Housing Council and the Urban Land Institute. He graduated from Western Michigan University with a BA in accounting and is a Certified Public Accountant.

Capital Markets; Direction of Investment Portfolio; Partner Relationship Development; Client Communication; and Financial Reporting & Services

Ernest serves as the Capital Markets Partner, General Manager and Member of the Investment Committee for the ApexOne Fund. He focuses on capital markets, Fund strategy and limited partner communications. Ernest has 35 years of real estate experience including 17 years as the Executive Vice President of PM Realty Group’s Capital Markets division and 10 years with JMB Property Company. During his tenure with PM Realty Group, Ernest consulted for major national healthcare systems assisting with development plans and evaluations of non-core real estate properties. Ernest is actively involved with National Multifamily Housing Council. He graduated with a Bachelor of Science in Business Administration from Auburn University (1980) and served on the Advisory Council for the Auburn Business School. Ernest was recently selected for a position on the University’s Advisory Board for the Masters of Real Estate Development Program. He also served as the Chairman of the Board of Trustees for the Lone Star Chapter of the National Multiple Sclerosis Society and is a member of their National Fundraising Hall of Fame. Ernest remains active with his college fraternity where he served as President of Pi Kappa Phi, President of Pi Kappa Phi Properties and as a member of the Board of Directors for the Ability Experience, a national philanthropy raising awareness and funding for people with disabilities. He currently serves as a Trustee of the Pi Kappa Phi Foundation.

Strategic Direction of the Firm and Investment Portfolio; Client Communication; Partner Relationship Development

Bill serves as the Business Development Partner and focuses on developing new capital relationships and limited partner communication for the ApexOne Fund. He has 37 years of real estate experience with prior positions at Colliers International (Managing Director), Hendricks & Partners (Managing Partner), JPI (Arizona Partner) Crow Western of Trammel Crow Residential and Granada Construction. As the Managing Director of Colliers International and Hendricks & Partners, Bill led the brokerage and sales divisions and introduced new innovative business disciplines still in use today. During his tenure at Crow Western of Trammel Crow, JPI and Granada Construction he was directly responsible for the development of over 9000 multifamily units. Immediately prior to joining ApexOne, Bill actively identified distressed opportunities created by the 2007 recession and led the acquisition of $100M of commercial notes. Bill is very active in the community and served eight years on the City of Phoenix Board of Adjustments. He served on the Board of Directors for CHILD Help, Anytown Arizona and the Metro YMCA Valley of the Sun. He attended and played football at William & Mary and holds a degree in Construction Engineering from Arizona State University in Tempe, AZ.

David Steele
Partner
Chris Gulledge
Vice President Asset Management
Heather Moos
Executive Assistant

Multifamily Acquisitions; Asset Management of Fund Portfolio; Capital Analysis and Due Diligence; Client Services and Communication

David serves as Associate Director of Acquisitions and Asset Management for ApexOne. He focuses on identifying new acquisition opportunities, underwriting, closing documents, and asset management of the portfolio. Prior to joining ApexOne in 2011, David was a Financial Advisor and Marketing Specialist for major investment firms including: Merrill Lynch Wealth Management, Invesco Investments, BMC Capital LP, LMI Capital and Hines Real Estate. During his tenure at Merrill Lynch Wealth Management, David assisted small business owners, executives and high net worth retirees with financial and portfolio planning. David earned his BA from Stephen F Austin State University and holds an MBA from the University of Houston. David is active in the community including volunteer work for the local Big Brother program and Susan G Komen Breast Cancer Run/Walk of Greater Houston.

Vice President of ApexOne Investment Partners, serves as an Asset Management Officer for the ApexOne Growth & Income Funds I & II

His focus will be to execute the business plan for each asset including oversight of third party management teams, manage all capital projects to completion, maximize property revenues and NOI, and prepare and present performance reports for ApexOne and its capital partners.

Chris has 19 years of real estate experience including asset management, portfolio supervision, construction management, budgeting, performance reviews, dispositions and team leadership. Prior to joining ApexOne, Chris managed a portfolio of 8400 units across Houston, Dallas, San Antonio and El Paso for Bridge Property Management. Within the Bridge portfolio, he directed a team of three regional supervisors and managed a $30M renovation of 13 assets and prepared 11 properties for disposition. Prior to his tenure with Bridge Property Management Chris has help management and supervisory positions with US Bank Special Assets Group, Eureka Multifamily Group, Morgan Group, Lincoln Property Company and Oak Leaf Management.

Chris is active in the community and is an avid hunter and outdoorsman. He graduated in 1992 from Texas A&M University at College Station with a BS in Kinesiology and Sports Medicine.

Assistant Fund Administrator for the ApexOne Growth & Income Funds I & II

Heather joined the ApexOne team in 2016. Her primary focus is on assisting in the distribution and reporting processes of the ApexOne Growth & Income Funds I & II, maintenance of investor files, books and records, as well as managing the distribution of quarterly and annual investor reports.

Heather has 27 years of real estate experience in both multifamily and commercial property management as well as administration, budgeting, accounting, and office management. She spent 13 years with Hendricks & Partners as Branch Manager for the Houston office, and held prior positions with Pinnacle Realty Management and Insignia Commercial Group.

Heather is an active community volunteer, member of the National Charity League, Post Oak Chapter, and earned her degree from the University of Houston with a BS in Psychology.

Office Manager and Executive Assistant

Yolanda has been with ApexOne Investment Partners since July of 2016. Her duties and responsibilities include office management and administration, payroll processing, and general banking and bookkeeping for the company.

Yolanda has held prior positions with Robert Half Accounting, W.MAE Company CPA, ABM Company, AIG/VALIC, and has additional experience as a contract bookkeeper and accountant.

ApexOne Fund Track Record

ApexOne's first fund incorporates 13 properties (2,352 units / 3,442 beds) in a nationwide real estate footprint with a 60/40 mix of multifamily/student housing Class A-/B+ assets; 8 Joint Venture Partners. ApexOne's first fund has a current annualized yield to investors in excess of 12% on invested capital as of 3/31/16; and an unrealized IRR of 23.09% as of 12/31/15. Please see Important Disclosure Statement.

INVESTMENT

ACQ DATE

PURCHASE PRICE

FUND EQUITY INVESTED

FUND II INVESTED at 6/30/17

FUND II OWNERSHIP (2)

OPERATION DISTRIBUTIONS

YIELD SINCE ACQUISITION

INVESTMENT

Gateway at College Station

ACQ DATE

6/21/16

PURCHASE PRICE

$41,500,000

FUND EQUITY INVESTED

$12,765,290

FUND II INVESTED at 6/30/17

$1,332,245

FUND II OWNERSHIP(2)

22.25%

OPERATION DISTRIBUTIONS

$130,794

YIELD SINCE ACQUISITION

9.55%

INVESTMENT

Javelina Station

ACQ DATE

10/3/16

PURCHASE PRICE

$15,750,000

FUND EQUITY INVESTED

$5,613,008

FUND II INVESTED at 6/30/17

$1,045,673

FUND II OWNERSHIP(2)

40.00%

OPERATION DISTRIBUTIONS

$47,056

YIELD SINCE ACQUISITION

10.13%

INVESTMENT

Spring Valley Club

ACQ DATE

10/21/16

PURCHASE PRICE

$14,720,000

FUND EQUITY INVESTED

$5,392,652

FUND II INVESTED at 6/30/17

$5,191,891

FUND II OWNERSHIP(2)

100.00%

OPERATION DISTRIBUTIONS

$156,898

YIELD SINCE ACQUISITION

8.37%

INVESTMENT

Spring Valley Club(1)

ACQ DATE

1/20/17

PURCHASE PRICE

$14,720,000

FUND EQUITY INVESTED

$5,392,652

FUND II INVESTED at 6/30/17

$1,078,530

FUND II OWNERSHIP(2)

45.00%

OPERATION DISTRIBUTIONS

$52,368

YIELD SINCE ACQUISITION

11.65%

INVESTMENT

Tuscany Place

ACQ DATE

1/23/17

PURCHASE PRICE

$29,350,000

FUND EQUITY INVESTED

$9,328,390

FUND II INVESTED at 6/30/17

$8,395,651

FUND II OWNERSHIP(2)

90.00%

OPERATION DISTRIBUTIONS

$429,242

YIELD SINCE ACQUISITION

16.16%

INVESTMENT

Crescent Commons

ACQ DATE

2/1/17

PURCHASE PRICE

$17,200,000

FUND EQUITY INVESTED

$6,795,310

FUND II INVESTED at 6/30/17

$3,397,655

FUND II OWNERSHIP(2)

50.00%

OPERATION DISTRIBUTIONS

$137,500

YIELD SINCE ACQUISITION

8.83%

INVESTMENT

Campus Crossing

ACQ DATE

3/28/17

PURCHASE PRICE

$31,300,000

FUND EQUITY INVESTED

$10,500,000

FUND II INVESTED at 6/30/17

$3,150,000

FUND II OWNERSHIP(2)

40.00%

OPERATION DISTRIBUTIONS

$74,032

YIELD SINCE ACQUISITION

9.40%

TOTAL

PURCHASE PRICE

$149,820,000

FUND EQUITY INVESTED

$50,394,650

FUND II INVESTED at 6/30/17

$18,399,754

OPERATION DISTRIBUTIONS

$1,051,417

Notes

(1) On October 21, 2016, Spring Valley Club was acquired by a Limited Liability Company (LLC) owned 100% by the Fund. On January 20, 2017, the LLC transferred 80% of its interest to Paravest who became a Joint Venture partner. The interest was sold at the same price for which the LLC acquired the property in exchange for Paravest giving the Fund a promoted or higher ownership interest in profits of the LLC. Following the transfer, the Fund holds a 20% interest in the LLC but has rights to up to 45% of the profits based on the LLC meeting and exceeding certain profitability levels.
(2) Fund II's ownership interest may exceed its ratio of invested equity as a result of favorable terms negotiated with the Joint Venture Partners and based on certain property performance criteria. This column reflects Fund II's ownership interest as noted in the entity documents. In order for the Fund to receive this level of profit participation, certain returns on the equity invested in the partnership holding the asset will need to be achieved.

CityVest ApexOne Fund LLC

The following CityVest ApexOne Fund LLC Documents are available to view:

Operating Agreement

This document provides access to view the operating agreement.
Subscription Agreement

This document will specify the terms, under which investor will subscribe to the investment.
Wire Instructions

Use these wire transfer instructions to send funds to secure your investment.

ApexOne Fund Documents

The following ApexOne Fund Documents are available to view:

Executive Summary

The executive summary provides an overview of ApexOne.
Presentation

The Presentation provides an overview of ApexOne and investing in student housing and multifamily communities.
Brochure

The ApexOne Brochure provides additional inforation about ApexOne, the ApexOne Fund and their investments.
PPM

The Private Placement Memorandum (PPM) for prospective investors for the ApexOne Fund.
ApexOne Form ADV

The Securities and Exchange Commission required form for ApexOne, as a Registered Investment Advisor.
ApexOne Fund II 2Q Report

This quarterly report contains information about the business activities and operations of Apex Growth & Income Fund II

CityVest ApexOne Fund LLC Terms

Investment Summary

Fund

CityVest ApexOne Fund LLC

Fund Managing Member

CV Manager LLC

Technology Fee

0.75% of the investment amount will be paid to CV Marketplace LLC ("CV Marketplace") for use of the website.

Organizational Expenses

The Fund will pay CV Manager a one time fee of $75,000 for organizational expenses (which may include legal, travel, accounting, filing, and other expenses) incurred in connection with the formation of the Fund.

ApexOne Growth & Income Fund II LP Terms

Investment Summary

ApexOne Fund Size

$100,000,000 Maximum Offering

Target Fund Level Return

Leveraged Annual Net IRR of 13% to 15%

Preferred Annual Return

8%

Targeted Annual Cash on Cash Yield to Investors

7% to 9% upon ApexOne Fund being fully invested

ApexOne Fund Fee

1.25% of aggregate capital contribution

Investment Period

1 years with option to extend for 6 months

Fund Term

5 year term with the option to extend for 2 consecutive 1 year extensions

Cash Distributions

Tier 1: 8% Preferred Return to the Limited Partners

Tier 2: 100% Return of Capital to the Limited Partners

Tier 3: If IRR to Limited Partners is above 8%, then distributions are shared 80% to Limited Partners and 20% to the General Partner until the Limited Partners have received distributions that represent a 12% IRR

Tier 4: When the IRR exceeds 12% to the Limited Partners, distributions are shared 70% to the Limited Partners and 30% to the General Partner

Important Disclosure Statement for ApexOne Fund:

An investment in the units of ApexOne Fund is speculative and risky. No assurance can be given that investors will realize their investment objectives or will realize a substantial return (if any) on their investment. Investors should be able to bear the complete loss of their investment in ApexOne Fund. For this reason, each prospective subscriber for ApexOne Fund should carefully read ApexOne Fund’s Private Placement Memorandum (“Memorandum”) and all Exhibits to the Memorandum. Each prospective subscriber should consult with his attorneys, accountants, and business advisors prior to making an investment in ApexOne Fund. Only qualified, eligible investors may invest in ApexOne Fund.

ApexOne Fund will invest in multifamily, residential real estate, which includes apartment and student housing. As such, investment in the Units does not constitute a diversified investment. ApexOne Fund intends to diversify its investments by investing in multiple multifamily residential properties throughout the United States. ApexOne Fund intends to hold approximately 20 properties with no single investment representing more than 20% of ApexOne Fund's total invested capital. Anticipated portfolio characteristics may differ from actual portfolio holdings. An inability to raise substantial funds in this Offering could also result in substantial limitations on ApexOne Fund’s ability to achieve a diversified portfolio of assets.

Because this is a blind pool offering, investors will not have the opportunity to evaluate investments before ApexOne Fund makes them, which makes an investment in ApexOne Fund more speculative. The investors must rely on the management of ApexOne Fund and to make all investment decisions. There can be no assurances or guarantees that ApexOne Fund’s investment objectives will be realized or ApexOne Fund’s investment strategy will prove successful.

An investment in ApexOne Fund may be affected by a number of factors beyond the control of the management of ApexOne Fund that will affect the value of ApexOne Fund’s investments. These include risks typically associated with investments in residential real estate that produce income such as increased vacancy rates, re-letting risk, or decreased rental rates, adverse changes in general economic conditions or local conditions that may reduce the demand for multifamily residential properties, changes in the demand for or supply of competing properties in an area, unanticipated holding costs, the availability and cost of necessary utilities and services, changes in real estate tax rates and other operating expenses, changes in governmental rules and fiscal policies, changes in zoning and other land use regulations, environmental risks such as mold contamination or environmental claims that could be made against ApexOne Fund, and natural disasters, most of which are not covered by insurance.

ApexOne Fund will operate in a highly competitive market for investment opportunities. ApexOne Fund's profitability depends, in large part, on the ability to acquire profitable investments. In doing so, ApexOne Fund will compete with numerous other entities and individuals engaged in real estate investment activities, many of which have greater financial, technical, marketing, and other resources than ApexOne Fund. Poor performance of the investment management in selecting investments for ApexOne Fund, or poor performance of any investment, could adversely affect the profitability of ApexOne Fund and the overall return to the investors.

ApexOne Fund may make investments through a joint venture or co-investment arrangement. Such arrangements may be on terms that limit ApexOne Fund’s ability to control the investments and to receive returns on those investments.

Adverse economic conditions may adversely affect the ability of ApexOne Fund to obtain financing. Unfavorable financing terms or the inability to obtain financing would adversely affect the operating results of ApexOne Fund. The high level of leverage on the properties increases the debt service risks and the likelihood of foreclosure. ApexOne Fund's borrowing of capital increases the risks of adverse effects on ApexOne Fund's financial condition.

The investment manager of ApexOne Fund has a limited operating history and track record upon which prospective investors may base an evaluation of its likely performance. Prospective investors should not rely on the past success of the investment manager's affiliates. The success of ApexOne Fund is significantly dependent upon the expertise of certain investment or support personnel and any future unavailability of their services could have an adverse impact on the ApexOne Fund’s performance. The General Partner and a majority of Limited Partners may agree to amend the ApexOne Fund Agreement, which could be adverse to some limited partners. It is impossible to predict accurately the results from an investment in the ApexOne Fund because of general risks associated with the complete reliance on the General Partner and its affiliates to identify and negotiate the investments to be acquired by ApexOne Fund.

The proposed method of operation of ApexOne Fund creates certain inherent conflicts of interest among the ApexOne Fund, ApexOne, the General Partner and their affiliates. The liability of the investment manager is limited. ApexOne and its affiliates may compete with ApexOne Fund's investments and may provide services to the ApexOne Fund or Property Owners. ApexOne Fund may make direct investments in affiliates of the investment manager. The investment manager may have conflicting fiduciary obligations with respect to the allocation of investment opportunities. The investment manager and its affiliates will receive compensation and reimbursements. Certain compensation to the investment manager and its affiliates has not been established by arms-length agreement. ApexOne Fund's and the investment manager's officers and agents will engage in other management activities. A single legal counsel will represent ApexOne Fund, the investment manager, ApexOne and their affiliates.

The investment manager may have conflicting fiduciary obligations when making investments through a joint venture or co-investment with an affiliate of the investment manager. These transactions may not be the result of arm's-length negotiations and may involve conflicts between the ApexOne Fund's interests and the interests of the investment manager and its affiliates. The investment manager will use reasonable efforts to ensure that the terms and conditions of such transactions will be no more favorable to the affiliate than could be obtained by arms-length negotiations with an independent third party.

An investment in ApexOne Fund is illiquid. No public or other market will develop for the Units. These securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act of 1933, as amended and the applicable State securities laws, pursuant to registration or exemption there from. Prospective investors should be aware that they will be required to bear the financial risks of any investment in these securities for an indefinite period of time.

Units of ApexOne Fund are offered without registration under any securities laws due to a reliance on an available exemption. Although, ApexOne Fund’s offering documents are not reviewed or approved by federal or state regulators, ApexOne Fund must comply with a variety of legal and compliance requirements. Failure to comply with the requirements for a private offering exemption would adversely affect ApexOne Fund. Maintenance of an Investment Company Act exemption may impose limits on ApexOne Fund's operations, and if ApexOne Fund becomes subject to the Act, ApexOne Fund would likely be unable to continue its business.

To the extent Fund cash flow permits, the investment manager intends to make monthly distributions to the Limited Partners, however, the investment manager may reinvest all or a portion of proceeds received from Capital Events on or before December 31 2020, rather than using such proceeds to make distributions to the Limited Partners. Prospective investors should be aware that the sole source of cash from which ApexOne Fund will make cash distributions on the Units will be from revenues received from investments made by ApexOne Fund. No assurance can be made that ApexOne Fund will receive sufficient return on its investments to enable it to make any distributions to the Limited Partners.

Certain statements included in this presentation constitute "forward-looking statements" and are subject to a number of significant risks and uncertainties. Any such forward-looking statements contained herein should not be relied upon as predictions of future events. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "will," "could" "would likely," "should," "seeks," "approximately," "intends," "plans," "estimates," "anticipates," "continue" or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, plans or intentions. Such forward-looking statements are subject to numerous risks and are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise and may not be realized. In that regard, actual results may differ materially from those in forward-looking statements. As a result of the foregoing, no assurances can be or are given as to future results of operations or financial condition of ApexOne Fund.

ApexOne Fund’s investment approach has complex tax implications for investors. These ramifications should be reviewed carefully and applied to each investor’s individual circumstances. ApexOne Fund may involve structures or strategies that may cause delays in important tax information being sent to investors. You should obtain investment and tax advice from your advisers before deciding to invest.

This material includes certain statements, estimates and projections of ApexOne Fund with respect to the anticipated future performance of ApexOne Fund. Such statements, estimates and projections reflect various assumptions of the investment manager that may or may not prove to be correct, and no assurance can be made that ApexOne Fund can or will attain such results. Nothing contained herein is or should be relied on as a promise or representations as to the future performance of ApexOne Fund.

These materials (the “Presentation”) have been provided for informational purposes only and neither constitutes the Memorandum of ApexOne Fund nor provide a comprehensive disclosure of both the terms of investment and risk disclosures associated with an investment in ApexOne Fund. This Presentation is not a complete summary of the terms of ApexOne Fund or the background information of persons associated with the Investment Manager and is qualified in its entirety by, and must be read in conjunction with, the more detailed information included in the Memorandum, the governing documents of ApexOne Fund, the Subscription Agreement of ApexOne Fund, the Form ADV of the investment manager, and other related documentation, copies of which may be obtained by contacting ApexOne at (713) 231-1421.

This Presentation, furnished on a confidential basis to the recipient, is neither an offer to sell nor a solicitation of any offer to buy any securities, investment products or investment advisory services, including units of ApexOne Fund. This presentation is not an advertisement and is not intended for public use or distribution and is intended exclusively for the use of the person to whom it has been delivered. An Offer may be made only by means of the Memorandum. This sales literature must be accompanied or preceded by that memorandum and read in conjunction therewith to fully understand the implications and risks of the securities to which it relates.

Building Real Estate Wealth

Please read the important disclosures below.

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The information on this website does not constitute an offer to sell, a solicitation of an offer to purchase or a recommendation of any interest in any investment or security described herein. Any such offer or solicitation shall be made only pursuant to the final confidential offering documents of any entity described on this website, which will contain information about each entity’s investment objectives and terms and conditions of an investment and may also describe certain risks and tax information related to an investment therein and which qualifies in its entirety the information set forth herein. The information contained herein does not constitute part of the offering documents of any entity. An investment in any investment included on this website, entails a high degree of risk (including the possible loss of a substantial part, or even the entire amount, of an investment) and no assurance can be given that any entity’s investment objectives will be achieved or that investors will receive a return of their capital. Past returns are not indicative of future performance.

Any financial projections or returns shown on the website are estimated predictions of performance only, are hypothetical, are not based on actual investment results and are not guarantees of future results. Estimated projections do not represent or guarantee the actual results of any transaction, and no representation is made that any transaction will, or is likely to, achieve results or profits similar to those shown. Any investment information contained herein has been secured from sources we believes are reliable, but we make no representations or warranties as to the completeness, adequacy or accuracy of any information provided. Investors should conduct their own due diligence, not rely on the financial assumptions or estimates displayed on this website, and are encouraged to consult with a financial advisor, attorney, accountant, and any other professional that can help you to understand and assess the risks associated with any investment opportunity.

Prospective investors should read the confidential offering materials of any privately offered investment product, including all risk and conflict disclosures included therein, before investing. Please read detailed information about such calculations in the investment manager’s detailed financial and information material. The information contained herein should be treated in a confidential manner and may not be reproduced or used in whole or in part for any other purpose.

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