Frequently Asked Questions
1. What is a real estate investment trust, or REIT?
In general, a REIT is an entity serving as an investment vehicle that:
• Combines the capital of many investors to acquire or provide financing for a diversified portfolio of real estate investments under professional management;
• Is able to qualify as a “real estate investment trust” for U.S. federal income tax purposes and is therefore generally not subject to U.S. federal corporate income taxes on its net income that is distributed, which substantially eliminates the “double taxation” treatment (i.e., taxation at both the corporate and shareholder levels) that generally results from investments in a corporation; and
• Pays distributions to investors of at least 90% of its annual ordinary taxable income.
2. What is Multi-Housing Income REIT, Inc?
Multi-Housing Income REIT, Inc. is a recently organized Maryland corporation formed to originate, invest in and manage a diversified portfolio primarily consisting of investments in multi-housing within the continental U.S. in the areas of student housing, multi-housing, conventional apartments, and senior living (both existing and new development projects).
3. Why should I invest in multihousing rental properties and development projects?
Our goal is to provide a professionally managed, diversified portfolio consisting primarily of high-quality multihousing rental properties and development projects, to investors who generally have had very limited access to such investments in the past., because of high investment minimums. Allocating some portion of your portfolio to a direct investment in high-quality multi-housing rental properties and development projects may provide you with:
• A reasonably predictable and stable level of current income from the investment;
• diversification of your portfolio, by investing in an asset class, real estate, that historically has not been correlated with the stock market generally; and
• the opportunity for capital appreciation
4. How is an investment in a non-traded REIT like Upside Avenue different from investing in shares of a listed REIT?
The fundamental difference between our common shares and a listed REIT is the daily liquidity available with a listed REIT. We may eventually list our common stock on a secondary market upon the completion of this offering, however, our common stock will not initially be listed for trading on a stock exchange or other trading market and we will have no obligation to list our common stock for trading at any time.
Although we've adopted a redemption plan that generally allows investors to redeem shares on an annual basis, for investors with a short-term investment horizon, a listed REIT may be a better alternative than investing in our common shares. However, we believe our common shares are an alternative way for investors to place funds into a diversified pool of real estate assets, with a lower correlation to the general stock market than listed REITs.
Additionally, listed REITs are subject to more demanding public disclosure and corporate governance requirements than we will be subject to. While we are subject to the scaled reporting requirements of Regulation A, such periodic reports are substantially less than what would be required for a listed REIT.
5. What kind of offering is this?
We are offering, principally through our website, www.upsideavenue.com, a maximum of $50,000,000 in shares of our common stock to the public at $10.00 per share initially. We will commence operations on a date no later than on which we raise and accept at least $3,000,000 in this offering. This offering is being conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A, meaning that while the offering of securities is continuous, active sales of securities may happen sporadically over the term of the offering.
6. Who can invest?
As a Regulation A+ investment, any US resident over the age of 18 can currently invest regardless of accreditation status. However, the limit on the amount that can be invested is based on the greater of 10% of income or 10% of their net worth.
7. What is the purchase price for Upside Avenue common shares?
Our Manager set our initial offering price at $10.00 per share, which will be the purchase price of our shares until December 31, 2018.
8. What is the minimum investment?
The minimum investment is $2,000. After placing your first investment you can place as many subsequent follow-on investments in increments of $10 as you would like.
9. How do I buy shares of Upside Avenue common stock?
You may purchase shares of our common stock on our website, www.upsideavenue.com. Through the website, you will be asked to electronically fill out a subscription agreement for a certain investment amount and pay for the shares at the time you subscribe. In the future, we may also offer shares of our common stock on other websites or through registered broker-dealers. The Company and its officers, employees and associated persons intend to conduct the offering in accordance with Rule 3a4-1 and, therefore, none of them are required to register as a broker-dealer.
10. How do I fund my investment?
ACH transactions are mandatory for all investments under $25,000. For orders above this minimum, we also accept wires. During the investment placement process, you will be prompted to add a bank account either using your online banking credentials or manually by entering your bank’s routing and account numbers. Please note that we will need a linked bank account in order to send any distributions.
11. What types of accounts does Upside Avenue support?
We currently support personal investment accounts, joint accounts, and certain entity accounts (Trusts, Limited Liability Companies, Limited Partnerships, C Corporations, and S Corporations). For more information on IRA accounts, see below.
12. Can I invest through my IRA?
Yes. Upside Avenue allows clients to invest in recession-resistant, diversified commercial real estate investments through their self-directed IRA.
13. What are the fees?
Those clients who invest in the Upside Avenue Multihousing REIT currently will pay 0% in up-front investment fees. This represents sizable savings to investors considering market averages for auction efficiency premiums, initial public offerings, and asset acquisition can range from 15-30%
The Upside Avenue Multihousing REIT pays a 1% annual asset management fee. In addition, clients of the investment services and management system pay a 1% annual investment advisory fee.
14. How will I be updated on the progress of my investments?
Within the Upside Avenue investment management system investors are able to see investment related subscription documents, track investments, review new opportunities, review quarterly investment statements, tax documents and other information related to the account. Additionally, investors will be able to securely ask questions and get other information as needed.
15. What is NAV (Net Asset Value)?
Net asset value (NAV) is the value per share of an investment fund on a specific date or time. The per-share dollar amount of the fund is based on the total value of all the securities in its portfolio, any liabilities the fund has and the number of fund shares outstanding. After the launch and “ramping up” of a fund, the NAV will typically adjust from daily to quarterly or semi-annually.
16. When will Upside Avenue's NAV per share be calculated?
Our NAV per share will be calculated at the end of each fiscal quarter, In instances where an appraisal of the real estate asset is necessary; we will engage an appraiser that has expertise in appraising multi-housing real estate assets, to act as our independent valuation expert. The independent valuation expert will not be responsible for, or prepare, our quarterly NAV per share.
17. How often will I receive dividends?
We expect that we will declare and pay dividends on a quarterly basis, or more or less frequently as determined by us following advice from our Manager, in arrears. Any dividends we make will be following a consultation with our Manager and will be based on, among other factors, our present and reasonably projected future cash flow. We expect that we will set the rate of dividends at a level that will be reasonably consistent and sustainable over time.
The payment of dividends will be limited by the REIT distribution requirements, which generally require that we make aggregate annual dividends to our stockholders of at least 90% of our REIT taxable income, computed without regard to the dividends paid deduction and excluding net capital gain. Moreover, even if we make the required minimum dividends under the REIT rules, we are subject to federal income and excise taxes on our undistributed taxable income and gains. As a result, we may make such additional dividends, beyond the minimum REIT distribution, to avoid such taxes.
Any dividends that we make will directly impact our NAV, by reducing the amount of our assets. Over the course of your investment, your dividends plus the change in NAV per share (either positive or negative) will produce your total return.
18. Will the dividends I receive be taxable as ordinary income?
Unless your investment is held in a qualified tax-exempt account or we designate certain dividends as capital gain dividends, dividends that you receive generally will be taxed as ordinary income to the extent they are from current or accumulated earnings and profits. The portion of your distribution in excess of current and accumulated earnings and profits is considered a return of capital for U.S. federal income tax purposes and will reduce the tax basis of your common stock, rather than result in current tax until your basis is reduced to zero. Return of capital dividends made to you in excess of your tax basis in shares of our common stock will be treated as sales proceeds from the sale of shares of our common stock for U.S. federal income tax purposes. Dividends we designate as capital gain dividends will generally be taxable at long-term capital gains rates for U.S. federal income tax purposes. However, because each investor’s tax considerations are different; we recommend that you consult with your tax advisor.
19. May I reinvest my cash dividends in additional shares?
We do not yet have a dividend reinvestment plan in place. In the future, we may implement an automatic dividend reinvestment plan into which investors may opt-in.
20. Will Upside Avenue use leverage?
Yes, we may use leverage or otherwise borrow capital. Leverage will only be utilized if obtained at attractive rates and loan-to-value ratio (LTV). We may utilize leverage in our investment program whenever the Manager considers it appropriate, including to acquire portfolio investments. Additionally, we may incur indebtedness:
• to pay expenses of the REIT,
• to purchase the shares of any withdrawing shareholder,
• to finance improvements to a portfolio investment and
• to otherwise protect any portfolio investment or other assets as determined by the Manager in its sole discretion.
We currently limit our use of leverage to a maximum of 80% of NAV. Our Manager may from time to time modify our leverage policy in its discretion.
21. What is Casoro Capital Partners, LLC?
Casoro Capital Partners, LLC, a Texas limited liability company, is the sponsor of Multi-Housing Income REIT, Inc. Our Sponsor’s team is experienced in managing complex multi-housing real estate investments from acquisition and business plan execution to realization. Pursuant to a support agreement with our Sponsor, our Manager will utilize our Sponsor’s personnel and resources to select our investments and manage our day-to-day operations.