1. Approximate distances taken from Google Maps.

*Offering Scheduled to close March 31, 2024.

***The potential tax benefits related to this Fund are the federal income tax aspects, and state, local or other tax implications may vary.

****However, an early liquidation could result in a loss of QOZ benefits and/or additional tax consequences.

You should read the Memorandum for any prospective investment and examine the suitability of this type of investment in the context of your own needs, investment objectives, and financial capabilities and should make your own independent investigation and decision as to suitability and as to the risk and potential gain involved. Also, you are strongly encouraged to consult with your own tax advisor and your own attorney, accountant, financial consultant or other business advisor regarding the risks and merits of the proposed investment, including the rules relating to investments in qualified opportunity funds and the taxation thereof. This communication and any Memorandum do not constitute tax advice to any prospective investor.

Architectural rendering for illustrative purposes only and shows a holding. Commission, for accredited investors only. This is neither an offer to sell nor a solicitation of an offer to buy any security. An investment in a limited partnership involves a high degree of risk, including the possible loss of your investment, and is illiquid with an uncertain liquidity date. Past performance is not indicative of future results. Securities offered through Shopoff Securities, Inc., member FINRA/SIPC. Investors are strongly encouraged to consult with their own tax advisors with respect to the rules relating to investments in qualified opportunity funds and the taxation thereof.

*An “accredited investor:”
1. Has income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years, and reasonably expects the same for the current year.
OR
2. Has a net worth over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence). Visit the SEC website for more information on what is an accredited investor.

Important Information – Risk Factors
 There are various risks related to an investment in DLV QOZ which is described in the Private Placement Memorandum. These risks include, but are not limited to:

• The Interests may not be suitable for certain Investors. Investors should consult with their own tax advisors to determine the extent to which they may qualify for tax benefits under the qualified opportunity fund rules and with respect to an investment in DLV QOZ. Investors will be solely responsible for ensuring that they qualify for such tax benefits.

• The Interests will be highly illiquid, no trading market exists or will ever develop, and withdrawals of capital contributions are prohibited.

• DLV QOZ is a “Best Effort” offering, and if DLV QOZ is unable to raise substantial capital, it may be limited in the number and types of investments it is able to make, which could have a negative effect on diversification and investment results.

• Investors may have tax-related risks related to their investment in DLV QOZ that are specific to their own unique facts and circumstances.

• DLV QOZ is a recently formed entity with no operating history and no assurance of success.

• Success is dependent on the performance of the Fund’s Managers, as well as individuals that are affiliates of the Fund’s Managing Members.

• DLV QOZ depends on key personnel of the Manager and its affiliates, the loss of any of whom could be detrimental to DLV QOZ’s business.

• DLV QOZ will pay substantial fees and expenses to the Managing Member, its affiliates and broker-dealers. These fees will increase Investors’ risk of loss.

• DLV QOZ will be subject to conflicts of interest arising out of relationships among the Sponsor, the Managing Members, the Managers and their affiliates.

• There are considerable risks associated with development projects including need for approvals and permits, cost overruns and delays.

• There are unique risks of the hospitality industry including high levels of competition, a cyclical market and dependence on hotel management for performance and unique risks associated with the Casino industry.

• Real estate-related investments, including joint ventures, co-investments and real estate-related securities, involve substantial risks. There are substantial risks associated with owning, financing, operating and leasing real estate, and value-added real estate investments may involve additional risks.

• Economic, market and regulatory changes that impact the real estate market generally may decrease the value of a Fund’s investments and weaken operating results.

• Properties that have significant vacancies could be difficult to sell, which could diminish the return on these properties.

• DLV QOZ will likely obtain debt financing, which increases costs and risk of loss due to foreclosure, and may limit its ability to pay distributions to Investors.