American Senior Housing Credit Fund (ASC)

Anyone who meets the accredited investor requirements may invest in this Offering.

ASC’s strategy is to generate attractive risk-adjusted returns through disciplined, asset-based lending supported by real estate collateral.

ASC will invest in a mix of Active Adult, Independent Living, Assisted Living, Memory Care, and Continuing Care facilities. Additionally, the Fund will focus on stabilized assets while considering appropriate value-add opportunities. Underwriting criteria will differ, depending on the asset type under consideration.

ASC will consider investments throughout the USA.

The Fund will focus its investment with strong historical cash flow records along with the operators with a proven track records. Indicators of such track record include size of the operator’s portfolio, years of industry experience, and their reputation. Each opportunity will be further evaluated against the Fund focus and objectives.

ASC will primarily focus on private-pay senior housing communities and will consider subsidized-pay communities on a case-by-case basis. Subsidized-pay communities typically rely on Medicare/Medicaid for their revenue. While this can be attractive in certain circumstances, SLF generally has lower confidence in the stability of subsidized pay sources. Further, the demand for private-pay communities is quite high. The current retiring generation has enjoyed long-term sustained economic growth and desires to utilize this prosperity to obtain higher quality living for themselves or loved ones.

All Underlying Secured Loans will be secured by either: (i) a first priority or subordinate mortgage or deed of trust encumbering the applicable Senior Housing Property; and/or (ii) a pledge of the direct or indirect ownership interests in the entity that holds title to such Senior Housing Property; and/or (iii) a pledge or guaranty or other collateral of value.

In the case of mortgage-secured Loans, the mortgage or deed of trust shall be recorded in the name of the Fund in the official real property records of the applicable jurisdiction; The Fund shall obtain a lender’s policy of title insurance covering its interest in the collateral. In the case of Loans secured by a pledge of ownership interests, such pledge shall be granted in favor of the Fund. The Fund shall take all actions necessary to protect its security interest, including filing under the Uniform Commercial Code and any other applicable laws governing the collateral and borrower.

The investors should expect to hold their Payment Dependent Notes as a long-term investment. The early redemption requests received by the Managers prior to the Maturity Date will be considered in the order received. The source of redemption may come from the fund performance and the fund-approved transfers. The redemption fees would apply accoring to the time of redemption occurred. With that being said, the redemption would be in total discretion of the Fund Managers.

We accept investments through an IRA (traditional, SEP, or Roth), a Trust, an Entity, The Benefit Plans and as Individuals based on the Fund Manager’s approval.

The Fund does not charge any direct front-end or back-end fees. 100% of your invesmtent will be placed directly into the Fund. At the Fund level, ASC will collect Management Fees and related fund level operation expenses as detailed in the PPM.

Non-U.S. residents may be eligible to invest in the fund if it is allowed under their local laws. Investors outside the U.S. must obtain an Individual Taxpayer Identification Number (ITIN), and distributions can be sent by ACH or check depending on their country and banking setup.

A 1031 exchange cannot be used to invest in this offering.

Interest begins to accrue five (5) business days after the Fund receives the investment proceeds. The first interest payment will be made after the six-month anniversary of the accrual date, followed by quarterly payments on January 8, April 8, July 8, and October 8. Certain interest accrued during the initial period will be deferred and paid at maturity, as provided in the Note.

Yes, your return of interest is expected to be consistent through the term of the investment. Investors’ payment is fully dependent on the Underlying Secured Loans.

All investors will have 24-hour access to an online portal which will include your subscription documents, Underlying Secured loan records, tax documents, as well as quarterly updated reporting.

Once an investor is deemed accredited and has reviewed the PPM, there will be multiple forms delivered for electronic signature. These forms consist of the following:

• Borrower Dependent Note
• Subscription Agreement
• W9/W8BEN (for tax purposes)
• ACH Authorization Form

The Fund principals have managed many private funds and other similar investments in various capacities since the early 2000’s.

The Fund Manager does not operate any senior housing facilities. Third party-agreements are in place with operators for the day-to-day operation of the facilities. Fund Management has Field Operations personnel in place to work directly with the engaged operators.

The Fund Manager manages other Funds and investments, and will dedicate the necessary time and resources to properly manage the fund.

The Manager will receive an annual management fee equal to 2.00% per annum of the cumulative outstanding principal amount of all Investor Notes, payable quarterly. The Fund will also bear certain Start-Up Expenses associated with organizing and marketing the Offering. These expenses may be reimbursed from the proceeds of the Offering and are subject to an aggregate cap of 1.50% of the Maximum Offering Amount. Start-Up Expenses are allocated ratably among the Investor Notes based on their respective original principal amounts. Additional information regarding Fund Expenses is provided in the PPM.

Dan Brewer, the principal owner in SLF Investments will serve as the Fund Manager. In the event Mr. Brewer is unable to fulfill his Fund Manager responsibilities for any length of time, Steven Tian will assume his duties for ASC.

Fund Management has provided the initial funding for start-up costs and operational expenses.

Interest payments will be generated via the corresponding loan payments from the Borrowers on its underlying secured loans. Through the first two year of this offering’s life, proceeds from the Investor Notes may be utilized for the fulfillment of Fixed Rate payments.

This is a speculative investment. While certain initial investments have been identified, the Fund is expected to remain open to investment over an extended period, and a significant portion of its future investments has not yet been determined. Given the Fund’s long-term investment horizon and evolving market conditions, the Fund may, from time to time, allocate capital to value-add or opportunistic investments in order to support overall performance and investor distributions. Certain anticipated investments may lack an established operating history, and the Fund may have limited or no prior experience with such investments or operators. Investors should carefully review the Private Placement Memorandum (“PPM”) for a detailed description of the Fund’s investment strategy, eligible asset types, investment criteria, and associated risk factors before making an investment decision.

The Fund is not expected to be leveraged yet may borrow funds from third party lenders, Senior Living Fund, or its affiliates, to assist the Fund in its operations, including but not limited to, short term cash flow shortfalls, etc. as necessary.

The Fund is designed as a long-term investment, and interests are generally intended to be held for the duration of the Borrrower Dependent Note. As such, the Fund does not currently offer a standard redemption mechanism for investors based on individual preference or dissatisfaction. Distributions, including the return of capital, are expected to be made over time and are dependent on the performance and cash flows of the underlying borrower(s) and the realization of the Fund’s investments. Investors are encouraged to review the Private Placement Memorandum (“PPM”) for further details regarding liquidity, distributions, and the Fund’s investment structure.

The Fund’s investments are generally structured through loans secured by real estate assets. These underlying loans are typically supported by first-lien or otherwise senior security interests in the relevant properties, providing a level of asset-backed protection at the investment level. While investors do not have a direct security interest in the underlying collateral, their investment is supported by the Fund’s position in these secured loans and the associated real estate assets. The strength of this security depends on factors such as property value, market conditions, and borrower performance. Investors are encouraged to review the Private Placement Memorandum (“PPM”) for additional details regarding the Fund’s investment structure, collateral, and associated risks.

Investments may from time to time experience underperformance. In such situations, the Fund focuses on actively managing the investment to preserve and enhance value, which may include working with borrowers, restructuring terms, or enforcing collateral where appropriate. Given that the Fund’s returns are linked to the performance and cash flows of the underlying borrower(s), investment outcomes may vary and could impact the timing and amount of distributions. The Fund seeks to mitigate risk through careful underwriting, a focus on asset-backed investments, and ongoing monitoring. Investors are encouraged to review the Private Placement Memorandum (“PPM”) for additional details regarding the Fund’s strategy and associated risks.

Fund Management takes several precautions to protect the security of your personal information and your privacy.

The interest payments to investors will be reflected on an annual 1099 form or other tax forms.

Gains and losses incurred by the Fund will not be distributed to the Noteholders and will have no impact on individual Noteholder’s tax return.

We do not anticipate that you will need to file tax returns in States other than the State where the Noteholder resides or is domiciled.

Investors will not be subject to UBIT or UDFI.

The Fund is in compliance with Federal SEC and State securities filing requirements. Each year, securities counsel for the Fund will review and update the Fund’s Federal SEC and State securities filings. Please visit sec.gov/ to view the SEC filings for our Fund.

The Fund is structured as a debt investment, and distributions to non-U.S. investors are generally intended to qualify for the “portfolio interest” exemption under applicable U.S. tax rules, subject to certain conditions. In this context, eligible non-U.S. investors are typically required to provide appropriate documentation (such as IRS Form W-8BEN) and invest through notes issued in registered form within the meaning of Section 163(f) of the Code.

Where these requirements are satisfied, interest income may be exempt from U.S. withholding tax; however, this treatment depends on each investor’s individual circumstances and continued compliance with applicable rules. The Fund does not provide any assurance that all investors will qualify for such treatment or that tax liabilities will be fully eliminated.

Investors are strongly encouraged to consult their own tax advisors regarding the U.S. and non-U.S. tax consequences of an investment in the Fund. Please refer to the Private Placement Memorandum (“PPM”) for additional information on tax considerations.

ASC is not a REIT.
The definitive characteristics of a REIT are:
• Must be taxable as a corporation(all SLF Investments’ funds are taxable as either a Partnership or a Sole Proprietorship).
• Must have shares that are fully transferable;
• Must have 100 shareholders within its first year as a REIT.