Corporate  credit fund managed by Steele Creek — an institutional manager with over $1.9 billion of assets under management.

• Liquidity of 10% per quarter of all shares at prevailing NAV²
• Priority distribution senior to the investment advisor receiving its management fee¹
• Sponsors have invested ~$28 million alongside investors.

Corporate  credit fund managed by Steele Creek — an institutional manager with over $1.9 billion of assets under management.

• Liquidity of 10% per quarter of all shares at prevailing NAV²
• Priority distribution senior to the investment advisor receiving its management fee¹
• Sponsors have invested ~$28 million alongside investors.

The Steele Creek Corporate Credit Fund's strategy is to generate high current income by investing primarily in fixed income instruments, including broadly syndicated bank loans, structured products, mezzanine financings, and senior secured bonds.

Broadly Structured Corporate Loans offer investors the opportunity to take a senior, secured position in loans to big corporate investors.

Broadly Structured Corporate Loans offer investors the opportunity to take a senior, secured position in loans to big corporate investors.

Over $28 million was invested by Moelis and affiliates to start the Fund, with asset management fee subordination to investors' priority distribution (see FAQ for details on subordination). 

• Barclays
• UBS
• Citizens Bank
• CreditSuisse
• Citi
• JP Morgan Chase & CO
• CapitalOne
• Regions
• Bank of America
• Morgan Stanley
• Goldman Sachs
• Deutsche Bank
• Wells Fargo

• Steinway Musical Instruments, Inc.
• Kindred Healthcare
• GoDaddy
• Michael's
• Samsonite
• Dole
• Staples
• Virgin TV
• Lionsgate
• Ancestry
• GoodRX
• Weight Watchers
• US Foods

1. The manager has agreed to waive its fees (base management and incentive fee), without recourse or reimbursement, for any quarter prior to a liquidity event to the extent required in order for the Company to earn a quarterly net investment income  plus realized gains to maintain a targeted annual distribution payment on shares of common stock outstanding on the relevant payment dates (to be paid on a quarterly basis). Please see the Company’s confidential private placement memorandum ("PPM") for additional information.  Distributions, if any after a liquidity event, will not be subject to a fee waiver.  The fund is not restricted from paying distributions from any particular source.  Distributions may reduce the amount of capital the fund ultimately invests in investments, and negatively impact the value of your investment. Payment of distributions is not guaranteed and is subject to Board discretion. 

2. SCCC  conducts a quarterly General Tender Program, where it intends to offer to repurchase 10% of shares of its weighted average number of outstanding shares of common stock in any 12-month period. This Tender Program will be: 1) in accordance with applicable law; 2) compliant with RIC qualification/diversification rules

Steele Creek Investment Management LLC (“Steele Creek”) is an SEC registered investment advisor.  The firm's SEC registration does not imply a certain level of skill or training or represent it has been sponsored, recommended or approved by any government agency.

The information included in this document is confidential, proprietary, and provided for information purposes only; any unauthorized use is prohibited, and reproduction is forbidden. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by Steele Creek, or any of its affiliates as to the accuracy or completeness of the material in this document or as to any assumption contained herein or any other information made available (whether in writing or orally) to any recipient or interested party (or its advisers). The information included in this document is reliable through the date indicated and is subject to change without notice. Steele Creek does not assume any obligation to update or otherwise revise this document. To the extent that any information herein is based on information from other transaction parties, 3rd parties or public sources, such information has not been independently verified by Steele Creek or any of its affiliates and is subject to change from time to time, without notice. 

This document is not intended to constitute investment advice, nor does it constitute an offer to sell or a solicitation of an offer to buy any security, investment product, or service on the terms herein; such offers will be made to suitable investors exclusively by the private offering memorandum relating to such securities.  Recipients must consult their own advisers prior to making any decision in respect of such information. 

Portfolio characteristics and other information are provided as of the dates set forth herein.  Current or future characteristics and other information may vary significantly from those provided herein and the firm undertakes no obligation to notify the recipient of any such variances.

Past performance does not guarantee future results. Performance information is net of all fees and expenses and includes the reinvestment of dividends and other income; these fees and expenses may be substantial and will reduce investor returns.  Investment in the funds is risky and a complete loss of any investment may result.    

Indexes are unmanaged and have no fees or expenses. An investment cannot be made directly in an index. The funds consist of securities which vary significantly from those in the benchmark indexes listed above and performance calculation methods may not be entirely comparable.  Accordingly, comparing results shown to those of such indexes may be of limited use.

The Fitch U.S. Leveraged Loan Index comprises rated and unrated, active institutional leveraged loans with a minimum deal size of $100 million. The loan facilities are all denominated in U.S. dollars and are comprised of institutional term loans, drawn acquisition facilities, and bridge loans. Rated issuers in the index encompass companies with senior debt ratings from Fitch, Moody’s, or S&P. Unrated issuers and some investment-grade rated issuers are included based on spread and leverage statistics.  Broadly syndicated loans (BSLs) are defined as loans with a total deal size in excess of $500 million, while large middle market (LMM) consists of loans with deal size of $100 million–$500 million. Those LMM loans with revenue of at least $500 million are classified as BSL. Traditional middle market deals (under $100 million) are not included. A default is recorded when an index company: 1) files for bankruptcy protection, 2) after a 30-day grace period expires for a missed bond payment or a five-day grace period expires for a missed loan payment without a forbearance, or 3) there is a distressed exchange, which affects the loan facilities. The default rate is calculated by dividing the par value of affected loans by the average size of the market over a stated time horizon.  Source: Fitch U.S. Leveraged Loan Default Index, Refinitiv LPC, Bloomberg, SEC filings.

The Bloomberg Barclays High Yield Index: The Bloomberg Barclays US Corporate High Yield Bond Index measures the USD-denominated, high yield, fixed-rate corporate bond marked.  Securities are classified as high yield if the middle rating of Moody’s, Fitch and S&P is Ba1/BB+/BB+ or below.  Bonds from issues with an emerging markets country of risk, based on Barclays EM country definition, are excluded.

 The Credit Suisse Leveraged Loan Index: The Credit Suisse Leveraged Loan Index is designed to mirror the investable universe of the USD-denominated leveraged loan market.  The index is rebalanced monthly and has an inception date of January 1992.

 The S&P 500 Index consists of 500 stocks chosen for market size, liquidity, and industry group representation. It is a market-value weighted index (stock price times number of shares outstanding), with each stock’s weight in the Index proportionate to its market value.

Certain information included in this presentation and other statements or materials published or to be published by Steele Creek may be considered forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new and existing products, expectations for market segment and growth, and similar matters.  Forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “believe” or the negatives thereof or other variations thereon or comparable terminology.  

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Steele Creek provides the following cautionary remarks regarding important factors which, among others, could cause actual events or results or the actual performance of Steele Creek’s funds to differ materially from the anticipated events, results, performance, or other expectations expressed in Steele Creek’s forward-looking statements.  The risks and uncertainties that may affect the operations, performance, development, and results of Steele Creek include, but are not limited to: (i) changes in the business environment in which Steele Creek operates, including global GDP changes, the level of international trade, inflation and interest rates; (ii) changes in taxes, governmental laws, and regulations; (iii) competitive product and providing activity; (iv) difficulties of managing growth profitably; and (v) the loss of one or more members of Steele Creek’s management team. By accepting this document you agree to be bound by the foregoing limitations.

Steele Creek managed funds include: Steele Creek CLO 2014-1R (original closing date: August 2014, reset closing date: March 2018), Steele Creek CLO 2016-1 (original closing date: June 2016, reset closing date: June 2018), Steele Creek CLO 2017-1 (closing date: December 2017), Steele Creek CLO 2018-1 (closing date: May 2018), Steele Creek CLO 2018-2 (closing date: August 2018), Steele Creek CLO 2019-1 (closing date: April 2019), Steele Creek CLO 2019-2 (closing date: August 2019), Steele Creek Loan Fund, I LP (closing date: September 2018), Steele Creek CLO 2022-1 (closing date:  March 2022).

SECURITIES OFFERED THROUGH S2K FINANCIAL LLC, MEMBER FINRA/SIPC, THE DEALER MANAGER FOR STEELE CREEK CAPITAL CORPORATION.

Investing in Steele Creek Capital Corporation involves a number of significant risks; below is a general listing of some of these anticipated risks. Please review the private placement memorandum of the Fund before investing for a more complete listing of the risks involved. Additional risks and uncertainties not presently known or deemed material may also impair Fund operations and performance. If any of risk factors occur, the business, financial condition, results of operations and cash flows of the Fund could be materially and adversely affected, resulting in the decline of the net asset value of the common stock.

Some risks involved in this offering include, but are not limited to:

Risks Relating to the Business and Structure
Risks Relating to the Initial Portfolio; No Operating History; Dependence Upon Key Personnel of the Investment Advisor and MAM; No Guarantee to Replicate Historical Results Achieved by Investment Advisor; Potential Conflicts of Interest related to: Obligations of Investment Advisor or the Members of the Investment Committee; Incentive Fee Structure Relating to the Investment Advisor; Valuation Process for Certain Portfolio Holdings; Related to Relationship with Moelis Asset, Moelis & Company and other affiliates

Risks Related to the Fund’s Operation as a BDC
Restricted Ability to Enter Into Transactions with Affiliates; Requirements of BDC Regulations; Required Distributions and the Recognition of Income; Potential Adverse Tax Consequences as a Result of Not Being Treated as a “Publicly Offered Regulated Investment Company”; Investing a Sufficient Portion of Assets in Qualifying Assets

Risks Related to Federal Income Tax
Possibility of Corporate-Level Income Tax; Withholding of U.S. Federal Income Tax on Dividends for Non-U.S. Stockholders; Maintaining our Qualification as a RIC and Investments Made through Taxable Subsidiaries Risks Related to Investments Risks Related to Outbreak of COVID-19; Operation in a Highly Competitive Market for Investment Opportunities; Potential Difficulty Sourcing Investment Opportunities

Risks Related to Investments
Risks Related to Outbreak of COVID-19; Operation in a Highly Competitive Market for Investment Opportunities; Potential Difficulty Sourcing Investment Opportunities

Risks Related to use of a Credit Facility
Potential Default or Other Issues Under a Credit Facility; Potential Limited Ability To Invest in Public Companies; Financing Investments With Borrowed Money; Changes in Interest Rates May Affect Our Cost of Capital and Net Investment Income plus realized gains; Potential Limits Under a Credit Facility or Any Other Future Borrowing Facility

Risks Relating to This Offering
Risks Regarding Distributions; Possibility of the Need to Raise Additional Capital; Uncertainty as to the Value of Certain Portfolio Investments; Potential Fluctuations in Quarterly Operating Results; Potential Fluctuations in our Net Asset Value; Potential Adverse Effects of New or Modified Laws or Regulations Potential Changes in Investment Objective, Operating Policies or Strategies Without Prior Notice or Stockholder Approval

Qualified Opportunity Zone Investment in a 37-story hotel and residence in dynamic downtown Tampa. 

• 208 Hotel Rooms
• 202 Residential Units

Qualified Opportunity Zone Investment in a 37-story hotel and residence in dynamic downtown Tampa. 

• 208 Hotel Rooms
• 202 Residential Units

This luxury hotel and residences right on the Tampa Riverwalk offers Qualified Opportunity Fund tax benefits in a property that has already appreciated in value significantly since its purchase.

Benefit from significant tax advantages while investing in this luxury hotel, residential, and retail complex.

$667 Million Anticipated Project Cost ($72 Million Spent to Date)

Two Roads Development (“TRD”) is a Florida based development company that focuses on high-end condo, market rate rental products, and master planned community developments. TRD has $1.5BB in past and current projects.

Since its inception in 2002, Montage International has been redefining luxury hospitality for the modern traveler.

Together, father and son duo Alan J. Fuerstman and Michael Fuerstman have championed a new vision for best-in-class hotels and resorts through both the ultra-luxury Montage brand and the new luxury Pendry brand. They continue to create distinctive destinations while calling on the impeccable service principles that have grounded the company since its launch.

Alan J. Fuerstman

Chairman & CEO

Michael Fuerstman

Co-Founder & Creative Director

The company’s name was carefully selected to define and reflect its mission and vision. A “montage” literally means a composite of closely juxtaposed elements; an artistic assemblage or compilation. Mr. Fuerstman chose the name Montage to appropriately describe a “collection” of unique masterpieces, each maintaining an individual allure that captures a true sense and spirit of place.

At each Pendry location, we’ve embraced art, music and design, within the culture of the neighborhood, combining them in each hotel and residence with our unspoken list of non-negotiables; simple luxury, clean design, well-crafted restaurant experiences, vibrant bars and that perfect balance of polished comfort and modern edge.

THIS PRESENTATION IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY SECURITIES. THE OFFERING AND SALE OF INTERESTS IN TRD TAMPA OPPORTUNITY LLC (“THE FUND”) IS BEING MADE ONLY BY DELIVERY OF THE FUND’S PRIVATE PLACEMENT MEMORANDUM (“PPM”), CERTAIN ORGANIZATIONAL DOCUMENTS, SUBSCRIPTION AGREEMENT AND CERTAIN OTHER INFORMATION TO BE MADE AVAILABLE TO INVESTORS (“OPERATIVE DOCUMENTS”) BY THE FUND’S SPONSOR.  The information included in this document is reliable through the date of the private offering memorandum of the Trust (the “Memorandum”) and is subject to change without notice. This material must be read in conjunction with the Operative Documents in order to fully understand all of the implications and risks of the offering of securities to which the Operative Documents relate. Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of the Fund’s interests, determined if the Operative Documents are truthful or complete or passed on or endorsed the merits of the offering. Any representation to the contrary is a criminal offense. You may only invest in the Fund if you are an accredited investor as defined in Rule 501 of Regulation D.​  

Investing in the Fund will involve significant risks, including possible loss of your entire investment.  An investment in the Fund will be illiquid, as there is no secondary market for the Fund’s interests and none is expected to develop; and there will be substantial restrictions on transferring such interests.  Accordingly, an investor may be required to maintain its interest in the Fund for an indefinite period of time. The interest in the real property to be acquired by the Fund is subject to leverage and its investment performance may be volatile.  Investors should have the financial ability and willingness to accept the risk characteristics of the Fund.​  

Prospective investors should make their own investigations and evaluations of the information contained in this presentation and the other Operative Documents.  Each prospective investor should consult its own attorneys, business advisors and tax advisors as to legal, business, tax and related matters concerning the information contained herein.  This presentation does not take into account the particular investment objectives or financial circumstances of any specific person who may receive it.  An investment in the Fund is not suitable for all investors.​  

This presentation contains forward-looking statements within the meaning of federal securities laws and regulations relating to the business and financial outlook of the Fund that are based on management’s current expectations, estimates, forecasts and projections and are not guarantees of future performance. These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will” and other similar terms and phrases, including references to assumptions and forecasts of future results. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this presentation. Forward-looking statements in this material speak only as of the date of the Memorandum and not as of any future date, and the Fund undertakes no obligation to update any such statements that may become untrue because of subsequent events. ​  

Investing the Fund’s common units is speculative and involves substantial risks. You should purchase these interests only if you can afford a complete loss of your investment. See the section entitled “Risk Factors” of the Fund’s PPM to read about the more significant risks you should consider before buying our common units. These risks include the following:​

This Initial Offering is being made to allow investors to take advantage of recently adopted rules and regulations under the Tax Cuts and Jobs Act (“TCJA”). The legal and compliance requirements of this legislation, including with regard to Opportunity Funds like the Fund, is relatively untested.​  

An investment in the Fund will be illiquid, as there is no secondary market for the Fund’s interests and none is expected to develop; and there will be substantial restrictions on transferring such interests. Accordingly, an investor may be required to maintain its interest in the Fund for an indefinite period of time. The property to be acquired by the Fund is subject to leverage and its investment performance may be volatile. Investors should have the financial ability and willingness to accept the risk characteristics of the Fund.​  

If the Fund fails to qualify as an Opportunity Fund for U.S. federal income tax purposes for any period and no relief provisions apply, the Fund would be subject to penalties which could be significant. As a result, returns to investors could be materially reduced. ​  

The Fund depends on our Sponsor to conduct our operations. The Fund will pay fees and expenses to our Sponsor and its affiliates that were not determined on an arm’s length basis, and therefore the Fund does not have the benefit of arm’s length negotiations of the type normally conducted between unrelated parties. These fees increase your risk of loss.​  

The Fund has a limited operating history. The prior performance of our Sponsor and its affiliated entities may not predict the Fund’s future results. Therefore, there is no assurance that the Fund will achieve its investment objectives.​  

The Fund’s Sponsor may in the future sponsor other companies that compete with the Fund, and the Sponsor does not have an exclusive management arrangement with the Fund.​  

The Fund’s organization documents permit the Fund to pay distributions from any source, including cash flow from operations, offering proceeds, borrowings, or sales of assets. Until the proceeds from the offering are fully invested and from time to time during the operational stage, the Fund may not generate sufficient cash flow from operations to fund distributions. If the Fund pays distributions from financings, the net proceeds from this or future offerings or other sources other than our cash flow from operations, the Fund will have less funds available for investments and the overall return to the Fund’s investors may be reduced. If distributions are funded from borrowings, the Fund’s interest expense and other financing costs, as well as the repayment of such borrowings, will reduce earnings and cash flow from operations available for distribution in future periods, and accordingly your overall return may be reduced.   

The Fund’s limited liability company agreement does not require the Sponsor to seek investors' approval to liquidate the property by a specified date. No public market currently exists for the interests and you may not be able to sell your interests. If you are able to sell your interests, you may have to sell them at a substantial loss.​  

The Sponsor intends for the Fund to be classified as a partnership for U.S. federal income tax purposes. As a result, it is expected that you will include your allocable share of income, deductions, gains, losses and other tax items from us on your U.S. income tax return, regardless of whether or not cash is distributed to you.​  

Real estate investments, including the intended investment, in Opportunity Zones, are subject to general downturns in the industry. The Fund cannot predict what the occupancy level will be nor can the Fund predict the future value of our property. Accordingly, there is no guarantee that you will receive cash distributions or appreciation of your investment.​  

The Fund is not diversified and will be substantially affected by the unfavorable performance of the property.  

The Fund’s anticipated business plan contemplates significant construction and development at the property. As a result, the investment in the property will be subject to the uncertainties associated with construction and development of real property, including the ability to complete the work in conformity with plans and specifications, budgets, and timelines.

An Opportunity Zone (OZ) is a designated geographic area identified by the government for economic development. OZs were established by the Tax Cuts and Jobs Act of 2017 to encourage long-term investments in low-income and rural communities nationwide. Investors can invest in these zones through Opportunity Funds.

All types of capital gains are eligible to invest in a Qualified Opportunity Zone, including both long-and-short-term gains. Examples include:

• Sale of Stock
• Sale of Business
• Sale of Real Estate
• Cryptocurrency
• Sale of Bonds

Sale of any appreciated assets that trigger a capital gains tax may qualify to invest in a QOZ.  Source: 1031 Realized

Participate in the 10th Commercial Real Estate Fund sponsored by Miller Properties Group

Participate in the 10th Commercial Real Estate Fund sponsored by Miller Properties Group

With over 100+ years of combined real estate invstment experience, the S2K Miller Fund will focus on investing (directly or with asset-specialist Co-GP Partners) in real estate opportunities focusing on situations where the property provides a "roof over head" solution to its users and tenants.

The Fund seeks joint-venture Limited Partners (LPs) to fund up to +/- 90% of deal equity, providing an opportunity for scaled buying power and enhanced economics.

• Raise $75 million in equity, anticipated to invest in approximately $2+ billion¹ of assets providing potential for enhanced returns.
• Fund structured with 10% Preferred Return².
• Investors share in 50% of all Fees and 100% of deal and Promote economics generated through the Fund's investment porfolio.
• Investments in 'under the radar' opportunities through development, value-add acquisitions, and lending strategies, often with joint venture investors.
• Led by real estate professionals with a combined 100+ years of real estate experience in investment, development, fund management, and lending.

¹ Estimation by Fund Manager
² Distributions are not guaranteed and may include return of principal, and in such cases, the Fund will have less money to invest, which may lower its overall return.

• Innovative structure extends potential of investments.
• JV Partners at asset level is like an invitation to join the firm with multiple opportunities to leverage.
• Under-the-radar focus means this fund will pursue assets not actively sought by institutionally capitalized investors.
• Smaller transaction sizes attract less institutional attention and may offer better risk/reward than larger portfolios.
• Will develop assets in primary  growth markets with high value/cost spread.
• Will acquire assets with attractive cost-basis to reposition in stable/recovering markets.
• Will opportunitistically lend throughout capital stack to diversify portfolio risk profile and earn current returns.

The fund will focus on investing (directly or with asset-specialist Co-GP Partners) in real estate opportunities focusing on situations where the property provides a "roof-over-head" solution to its users and tenants.

Apartments | MultiFamily Residences | Hotels

The complementary skillsets and experience of the Fund managers are one of the Fund's greatest assets.  This team has led and founded multiple prior institutional lending platforms over 40 years of real estate investing, resulting in deep real estate capital market relationships and in-house capital-raising talent and network. In fact, since 1996*, 78% of this team's deals (by count) have been sourced "off-market."

With an in-house development team, affiliated property manager, and an institutional reporting and asset-management platform, this vertically integrated team is prepared to deliver quality, performance, and in-depth investor service and support.

* There can be no guarantee that prior off-market sourcing track record predicts future performance.

The Fund will seek joint-venture Limited Partners to fund up to +/- 90% of deal equity, providing an opportunity for scaled buying power and enhanced economics.

Multiple Points of Leverage

This map shows just 84 of the properties the Miller team has developed in its history. Be sure to zoom in on urban areas - many properties are clustered close together and cannot be fully viewed in zoomed out mode.

These materials (the “Materials”) and the information contained herein are strictly confidential and are being provided to you in a one-on-one presentation for informational and discussion purposes only. By acceptance of the Materials you agree to keep them confidential and not to disclose them to anyone except (i) to your legal, tax and financial advisors who agree to maintain the Materials in confidence or (ii) to a government official upon request, if entitled to such information pursuant to a judicial or governmental order.

Except as otherwise noted, the term “Manager" as used throughout this presentation refers collectively to Miller Properties Group and its affiliates (collectively, “Miller”) and S2K Asset Management and its affiliates (collectively, “S2K”, and together with Miller, “S2K/Miller”).

The Materials should not be photocopied, reproduced or delivered to any person without the prior permission of the Manager. Investors should not construe the contents of the Materials as legal, tax, accounting, investment or other advice. Each investor should make its own inquiries and consult its advisors as to legal, tax, financial, and other relevant matters concerning any investment, including an investment in the S2K-Miller Fund LP, a Delaware limited partnership (the “Fund”). The indicative terms and other information included in the Materials are incomplete, subject to change and are provided for discussion purposes only. Please refer to the Offering Memorandum of the Fund for a detailed description of the terms of the Fund.

S2K Financial LLC (“S2K Financial”), an affiliate of S2K, will serve as Placement Agent for the Fund. As Placement Agent, S2K Financial may receive selling commissions of up to 7.0% of the gross sales proceeds from investors that invest through participating broker-dealers, 100% of which will be reallowed by S2K Financial to participating broker-dealers. S2K Financial may also receive a placement agent fee equal to 3.0% of the gross sales proceeds from investors that invest through participating broker-dealers, registered investment advisors or family offices, all or a portion of which may be reallowed by S2K Financial to participating broker-dealers.

The Materials are not an offer to sell a security nor the solicitation of an offer to buy a security and no offer or solicitation should be implied by the delivery of the Materials. The Materials and related information about the Fund cannot be used in conjunction with the marketing of any product or security. Recipients should not rely on the Materials in making any future investment decision. Statements contained in the Materials are based on current expectations, estimates, targets, projections, opinions and beliefs of the Manager. Such statements involve known and unknown risks, uncertainties and other factors. These and other forward-looking statements contained in the Materials are speculative in nature, involve a number of assumptions which may not prove to be valid, and may be changed without notice. “Forward-looking statements” can be identified by the use of forward-looking terminology such as “may,” “will,” “seek,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” “plan” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Fund may differ materially from those reflected or contemplated in such forward-looking statements. No reliance may be placed for any purpose whatsoever on the information, representations or opinions contained in the Materials, and no liability is accepted for any such information, representations or opinions, nor does the Manager or any other person, to the maximum extent permitted by law, accept any responsibility or liability whatsoever for any direct or indirect loss howsoever arising from the use of the Materials.

Statements in the Materials are made as of July 2024, unless otherwise stated herein, and the delivery of the Materials shall not at any time under any circumstances create an implication that the information contained herein is correct as of any time subsequent to such date. The Manager does not have any obligation to update or revise any statement in the Materials or correct inaccuracies whether as a result of new information, future events or otherwise. The information contained herein has not been audited, contains approximates and has no bearing on the future performance of the Fund.

Performance Information. In considering any target, projected or historical performance information contained herein, prospective investors should bear in mind that such information is not necessarily indicative of future results. While the targeted or projected returns are based on assumptions regarding estimates of underlying cash flows, current business plans, timing, financing terms and residual values for the investments which the Manager believes are reasonable, there can be no assurance that such results will actually be realized or that capital contributed by investors will be returned. Actual gross and net returns for the Fund, and individual investors participating directly or indirectly in the Fund, may vary significantly from any targeted, projected or historical returns set forth herein and will depend on, among other factors, the ability to consummate attractive investments, future operating results, the availability and terms of financing, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions on which the targeted or projected returns are based. Past performance of the Fund and other accounts managed by Miller, S2K, and their respective principals is no guarantee, and may not be indicative, of future results.

Information regarding expected market returns and market outlooks is based on research, analysis, and opinions of certain members of the Manager. These conclusions are speculative in nature, may not come to pass, and are not intended to predict the future of any specific investment. Certain factual economic and market information contained herein has been obtained from published sources prepared by other parties and has not been independently verified by the Manager. While such sources are believed to be reliable, the Manager does not assume any responsibility for the accuracy or completeness of such information.

Images contained herein are for illustrative purposes only.

Investing in the Fund is highly speculative and involves a high degree of risk. You should purchase these interests only if you can afford a complete loss of your investment. See the section entitled “Certain Risk Factors” of the Fund’s private placement memorandum (“PPM”) to read about the more significant risks you should consider before investing. These risks include the following:

• It is expected that the substantial majority of the Fund’s portfolio of investments will consist of real estate assets that are illiquid or for which a secondary market is not readily available. Such illiquidity may limit the Fund’s ability to modify its portfolio in response to changes in economic or other conditions.
• The Fund intends to obtain additional equity capital from other limited partners for the majority of its investments and may not be successful. Many variables exist regarding the ability to consummate a transaction with such limited partners. As a result, the Fund may experience longer times than expected to raise capital which may preclude the
  acquisition of an investment or extend the time an asset is owned, which may reduce the expected return to the Fund.
• The acquisition, re-habilitation, renovation and development of the Fund’s investments may be financed in substantial part by debt, which will increase the Fund’s exposure to loss. The use of leverage involves a high degree of financial risk and may increase the exposure of the Fund or its investments to factors such as rising interest rates, downturns in the economy or deterioration in the condition of the collateral underlying such investments. The use of leverage will increase the amount of funds available to the Fund for investment, but will also increase the risk of loss.
• The Fund intends to develop, construct and renovate properties. The development, construction and renovation of real estate assets is subject to timing, budgeting, cost and other risks that may adversely affect the Fund’s operating results. The Fund may abandon development activities after expending resources to determine their feasibility; occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable; financing may not be available on favorable terms for development of a property; and the construction and development of a property may not be completed on schedule (resulting in increased debt service and construction costs).
• An investment in the Fund will be illiquid, as there is no secondary market for the Fund’s interests and none is expected to develop; and there will be substantial restrictions on transferring such interests. Accordingly, an investor may be required to maintain its interest in the Fund for an indefinite period of time.
• The Fund depends on our Sponsor to conduct our operations. The Fund will pay fees and expenses to our Sponsor and its affiliates that were not determined on an arm’s length basis, and therefore the Fund does not have the benefit of arm’s length negotiations of the type normally conducted between unrelated parties. These fees increase your risk of loss.
• The Fund has a limited operating history. The prior performance of our Sponsor and its affiliated entities may not predict the Fund’s future results. Therefore, there is no assurance that the Fund will achieve its investment objectives.

10th Commercial Real Estate Fund Sponsored by Miller Properties Group*

With over 100+ years of combined real estate invstment experience, the S2K Miller Fund will focus on investing (directly or with asset-specialist Co-GP Partners) in real estate opportunities focusing on situations where the property provides a "roof over head" solution to its users and tenants.

The Fund seeks joint-venture Limited Partners (LPs) to fund up to +/- 90% of deal equity, providing an opportunity for scaled buying power and enhanced economics.

• Raise $100 million in equity, anticipated to invest in approximately $2.5 billion¹ of assets providing potential for enhanced returns.
• Fund structured with 10% Preferred Return.
• Investors share in 50% of all Fees and 100% of deal and Promote economics generated through the Fund's investment porfolio.
• Investments in 'under the radar' opportunities through development, value-add acquisitions, and lending strategies, often with joint venture investors.
• Led by real estate professionals with a combined 100+ years of real estate experience in investment, development, fund management, and lending.

¹ Estimation by Fund Manager

• Innovative structure extends potential of investments.
• Under-the-radar focus means this Fund will pursue assets not actively sought by institutionally capitalized investors.
• Smaller transaction sizes attract less institutional attention and may offer better risk/reward than larger portfolios.
• Will develop assets in primary growth markets with high value/cost spread.
• Will acquire assets with attractive cost basis to reposition in stable/recovering markets.
• Will opportunistically lend throughout capital stack to diversify portfolio risk profile and earn current returns.

Πολλοί άνθρωποι απολαμβάνουν να μαθαίνουν για την αρχαία ελληνική κουλτούρα. Η Ελλάδα έχει μια πλούσια ιστορία με επιρροή σε πολλά μέρη του κόσμου, από τη φιλοσοφία και την επιστήμη μέχρι την αρχιτεκτονική και τη λογοτεχνία. Η μελέτη των αρχαίων ελληνικών κειμένων μπορεί να προσφέρει μια μοναδική προοπτική για τον κόσμο και τις ιδέες που έχουν διαμορφώσει δυτικό πολιτισμό.

Πολλοί άνθρωποι απολαμβάνουν να μαθαίνουν για την αρχαία ελληνική κουλτούρα. Η Ελλάδα έχει μια πλούσια ιστορία με επιρροή σε πολλά μέρη του κόσμου, από τη φιλοσοφία και την επιστήμη μέχρι την αρχιτεκτονική και τη λογοτεχνία. Η μελέτη των αρχαίων ελληνικών κειμένων μπορεί να προσφέρει μια μοναδική προοπτική για τον κόσμο και τις ιδέες που έχουν διαμορφώσει δυτικό πολιτισμό.

The image on this page represents a proposed development, but is subject to change and is therefore not necessarily representative of the scale, height, density or design that would be supported by the Fund on a site-specific basis now, or in the future.

1) The Sponsor plans to develop approximately 750 residential units, however, the initial number of residential units is expected to be 350. 2) An affiliate of th Sponsor invested $5,500,000 into a subsidiary of the Fund. 3) Please refer to 26 U.S.C. 1400Z-2(a)-(c) for more details.

THIS MATERIAL IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY SECURITIES. THE OFFERING AND SALE OF INTERESTS IN S2K CHARLOTTE MULTIFAMILY OZ FUND LLC (“THE FUND”) IS BEING MADE ONLY BY DELIVERY OF THE FUND’S PRIVATE PLACEMENT MEMORAN-DUM (“PPM”), CERTAIN ORGANIZATIONAL DOCUMENTS, SUBSCRIPTION AGREEMENT AND CERTAIN OTHER INFORMATION TO BE MADE AVAILABLE TO INVESTORS (“OPERATIVE DOCUMENTS”) BY THE FUND’S SPONSOR.
This material must be read in conjunction with the Operative Documents in order to fully understand all of the implications and risks of the offering of securities to which the Operative Documents relate. Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of the Fund’s interests, determined if the Operative Documents are truthful or complete or passed on or endorsed the merits of the offering. Any representation to the contrary is a criminal offense. You may only invest in the Fund if you are an accredited investor as defined in Rule 501 of Regulation D.

Investing in the Fund will involve significant risks, including possible loss of your entire investment. An investment in the Fund will be illiquid, as there is no secondary market for the Fund’s interests and none is expected to develop; and there will be substantial restrictions on transferring such interests.

Accordingly, an investor may be required to maintain its interest in the Fund for an indefinite period of time. The interest in the real property acquired by the Fund is subject to leverage and its investment performance may be volatile. If the Fund fails to qualify as an Opportunity Fund for U.S. federal income tax purposes for any period and no relief provisions apply, the Fund would be subject to penalties which could be significant. As a result, returns to investors could be materially reduced. The Fund’s anticipated business plan contemplates significant construction and development at the property. As a result, the investment in the property will be subject to the uncertainties associated with construction and development of real property, including the ability to complete the work in conformity with plans and specifications, budgets, and timelines. Investors should have the financial ability and willingness to accept the risk characteristics of the Fund. Prospective investors should make their own investigations and evaluations of the information contained in this material and the other Operative Documents.

Each prospective investor should consult its own attorneys, business advisors and tax advisors as to legal, business, tax and related matters concerning the information contained herein. This material does not take into account the particular investment objectives or financial circumstances of any specific person who may receive it. An investment in the Fund is not suitable for all investors.

This material contains forward-looking statements within the meaning of federal securities laws and regulations relating to the business and financial outlook of the Fund that are based on management’s current expectations, estimates, forecasts and projections and are not guarantees of future performance. These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will” and other similar terms and phrases, including references to assumptions and forecasts of future results. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this material. Forward-looking statements in this material speak only as of the date on which such statements were made and not as of any future date, and the Fund undertakes no obligation to update any such statements that may become untrue because of subsequent events.

SECURITIES OFFERED THROUGH S2K FINANCIAL LLC, MEMBER FINRA/SIPC, THE DEALER MANAGER FOR S2K CHARLOTTE MULTIFAMILY OZ FUND LLC

*Global, an affiliate of Miller Properties Group, was a co-general partner (co-GP) in previous Miller funds and will no longer be a co-GP in future funds, including this 10th Commercial Real Estate Fund.