Dakota Real Estate Investment Trust OFFERING CIRCULAR UNDER REGULATION A 240,000 Class A Voting Shares   105,500 Class B Non-Voting Shares 240,000 Class I Voting Shares Issuable at $18.05 per Share   Under the Distribution Reinvestment Plan

The Dakota Real Estate Investment Trust (the “Trust”) is a business trust organized under the laws of North Dakota. The Trust’s assets consist of a controlling interest in DAKOTA UPREIT LIMITED PARTNERSHIP (the “UPREIT” and, collectively with the Trust, “we” and “our”), a North Dakota limited partnership. The UPREIT invests in and operates real estate. The Trust is the General Partner of the UPREIT. Our principal place of business is 3003 32nd Avenue South, Suite 250, Fargo, North Dakota 58103, our telephone number is (701) 239-6879 and our website is www.dakotareit.com.

Pursuant to an Offering Statement (the “Offering Statement”) qualified with the Securities and Exchange Commission (the “SEC”) on the date hereof we are offering (the “Offering”) our Class A Voting Shares (the “Class A Shares”), our Class B Non-Voting Shares (the “Class B Shares”), and our Class I Voting Shares (the “Class I Shares” and collectively with the Class A Shares and Class B Shares, the “Shares”) to existing Shareholders of the Trust who or which elect to participate in our Distribution Reinvestment Plan (the “DRIP”) to apply distributions payable to them for the acquisition of Shares at the rate one share for each $18.05 of distribution payable to the participant. This Offering Circular is provided to participants in the DRIP for use in considering continuation of their participation in and to other shareholders considering becoming participants in the DRIP.

You should not acquire Shares if you cannot afford a complete loss of your investment. Investing in the Shares involves material risks (See “RISK FACTORS” beginning on page 3).

The Offering will terminate at the earlier of issuance of all of the Shares or July 31, 2025.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISION OF ANY STATE NOR HAS THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Offering Circular is ____ __, 2024

TABLE OF CONTENTS

WHO MAY PARTICIPATE IN THE OFFERING

This Offering Circular does not constitute an offer to issue or a solicitation of an offer to acquire any securities offered hereby in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer.

Required Residence / Domicile to Invest. This Offering is available to shareholders of the Trust who are residents of or entities domiciled in a state in which we have qualified the issuance of Shares under the DRIP by registration or pursuant to an exemption from registration in accordance with laws of such state related to the offer and issuance of the Shares. Individuals are residents of the state in which they maintain their principal residence. A corporation, partnership, trust or other entity is domiciled in the state where the principal office of the entity is located.

Participation in the DRIP. To participate in the Offering, investors must be a participant in the DRIP and have their shareholder registration with the Trust reflect that the participant meets the residency / domicile requirements addressed above. If the election is made by a shareholder to participate in the DRIP and the shareholder’s residence or domicile is not within a state in which we have qualified the issuance of Shares under the DRIP pursuant to the securities regulations of that state, we may defer the issuance of the Shares pending such qualification.

The Shares are offered subject to withdrawal or cancellation of the Offering at any time without prior notice. The Trust reserves the right to terminate the Offering of any of the Class A, Class B Shares or the Class I Shares and continue the Offering of the other class or classes of Shares.

IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR

Please carefully read the information in this Offering Circular and any supplements thereto. You should rely only upon the information in this Offering Circular as we have not authorized anyone to provide any different information regarding us or this Offering.

Offering Statement This Offering Circular is part of an offering statement we have filed with the SEC and may amend from time to time (the “Offering Statement”). We contemplate this being a “continuous offering” and thus we anticipate that we may prepare and distribute supplements or amendments and restatements to add or change information contained in the Offering Circular contained in the Offering Statement. Our Offering Statement includes exhibits that provide detailed information or documents discussed in this Offering Circular. You may access such information through the electronic data gathering, analysis and retrieval system found at https://www.sec.gov/edgar.

Cautionary Note Regarding Forward Looking Statements This Offering Circular contains forward-looking statements. All Statements other than statements of historical fact contained in this Offering Circular, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

Forward-looking statements are subject to risks and uncertainties, certain of which are beyond our control. Actual results could differ materially as a result of the factors described in “Risk Factors” in this Offering Circular.

OFFERING SUMMARY

The following summary is qualified in its entirety by the detailed information appearing elsewhere in this Offering Circular.

SHARES BEING OFFERED

The Trust is offering to shareholders who or which have elected to participate in the Trust’s Distribution Reinvestment Plant (the “DRIP”) to receive Shares in lieu of receipt of payment of distributions on the class of Shares with respect to which they elect to participate. The Shares will be issued at a rate of one Share for each $18.05 of distribution taken in Shares rather than in a cash payment.

Under its Declaration of Trust (the “Declaration of Trust”), the Trust is authorized to issue one or more classes of Shares. The Declaration of Trust recognizes Class A, Class B and Class I Shares. Each Class shares equal rights to participate in distributions while only Class A and Class I Shares come with voting rights. As of December 31, 2023, there were approximately 8,491,280 Class A Shares, approximately 2,275,410 Class B Shares and approximately 3,163,500 Class I Shares issued and outstanding. As of March 31, 2024, there were approximately 8,546,138; 2,287,172; 3,284,911 Classes A, B and I Shares, respectively, outstanding.

TERMS OF THE DISTRIBUTION REINVESTMENT PLAN

The Trust has adopted the DRIP to permit shareholders who or which elect to participate in the plan the opportunity to invest their cash distributions otherwise payable to the shareholder in the purchase of Shares of the same class with respect to which the distribution is payable. Participation is made by completion of an election to participate. For individuals initially subscribing to purchase Shares, the subscription to be tendered includes an election provision. For existing shareholders, the election is made in a Shareholder Change Form reflecting the election to participate or discontinue participation in the DRIP.

Issuance of Shares under the DRIP is subject to the Trust having in effect qualification for the issuance under both applicable federal and state laws regulating the offer and issuance of securities with respect to the Shares. If there is not such a qualification in effect when a distribution is payable, the Trust may elect to either: (i) issue payment of the distribution in cash; or (ii) hold the distribution pending qualification of the issuance under applicable law.

The rate of issuance of Shares in lieu of a cash payment of a distribution is currently 95% of the per share offering price for the Shares then being offered by the Trust (exclusive of any commissions or other fees a subscriber may be required to pay) rounded up to the next full cent. As the Trust has established $19.00 as its current offering price for its Shares, the issuance rate currently in effect under the DRIP is $18.05 per share.

THE TRUST

The Trust began business operations in 1997. The Trust is an unincorporated, but registered business trust under North Dakota law. The Trust has an indefinite term of existence consistent with North Dakota law (that is, the Trust is not required to discontinue its existence at a specified future date.) The Trust is the sole general partner of the UPREIT and makes all of the investment decisions of the UPREIT. The UPREIT invests in properties that the Board of Trustees considers suitable investments. Such properties have primarily consisted of commercial properties and multi-family residential properties, such as apartment buildings. The Trust has had no business activities other than the ownership and management of the UPREIT.

The Trust is registered as required by the laws of North Dakota and is structured to comply with the requirements under Internal Revenue Code Section 856 which requires that 75% of the assets of a real estate investment trust must consist of real estate assets and that 75% of its gross income must be derived from real estate. The Trust believes it qualifies as a real estate investment trust but has not received confirmation of its qualification from the Internal Revenue Service. (See “FEDERAL INCOME TAX CONSIDERATIONS”).

ADVISOR

The advisor of the Trust is Dakota REIT Management, LLC (the “Advisor”), which was formed for such purpose in April 2008. The Advisor manages the affairs of the Trust, subject to the review and overall control of the Board of Trustees, who may remove the Advisor without cause. The Advisor is also one of the property managers engaged to manage our properties.

THE UPREIT

The Trust’s assets consist almost entirely of our general partnership interest in Dakota UPREIT Limited Partnership (the “UPREIT”), a North Dakota limited partnership. The UPREIT utilizes its assets to invest either directly in real estate properties or in ownership interests in entities that hold real estate properties and to make loans to developers of real estate the UPREIT may seek to purchase. The Trust is the general partner of the UPREIT. As of March 31, 2024, our interest in the UPREIT represented an approximately 59% ownership interest with the remaining approximately 41% in interests being held by 216 holders of limited partnership interests.

INVESTMENT OBJECTIVES

The Trust’s investment objectives are (i) to preserve, protect and return shareholder capital, (ii) provide cash distributions on a quarterly basis at the discretion of the Board of Trustees, a portion of which (due to depreciation) may not constitute current taxable income, and (iii) provide growth of capital investment through potential appreciation in the value of the Trust’s properties. There is no assurance that such objectives will be attained.

THE PROPERTIES

As of March 31, 2024, the UPREIT held residential apartment projects comprising a total of 4,217 apartment units, 154 residential rental townhome units and 2,609,297 square feet of commercial rental property. These holdings are located at 80 sites. Many of the sites, particularly residential sites include multiple buildings which may have been developed and acquired in stages. As well, certain of our properties may involve a mixture of residential and commercial. Often this involves commercial space located on the ground level with the apartments on upper levels. For purposes of describing our properties, we may identify such a mixed-use property by its primary use as a residential property.

In 2023, the UPREIT acquired two properties, each of which was located in Sioux Falls, South Dakota, consisting of a 53,650 square foot industrial warehouse and an additional 108 apartment units in a larger complex already partially owned by the UPREIT. In 2023, the UPREIT disposed of two properties, a 144,441 square foot mixed use commercial building located in Bloomington, Minnesota and a 21,745 square foot office building located in Minot, North Dakota. The Bloomington commercial property, acquired in 2019 for $11,850,000, was sold for approximately $12,750,000 while the Minot office property, acquired in 2011 for $960,000 was sold for approximately $700,000.

In March 2024, the UPREIT acquired a 142-unit residential property which also included 3,000 square feet of commercial space. It is anticipated that the UPREIT will continue to seek to acquire, as well as dispose of, properties or interests in properties involving both residential and commercial real estate (See “DESCRIPTION OF PROPERTIES”).

SUMMARY OF RISK FACTORS

Investing in this Offering through participation in the DRIP involves significant risks. A more detailed listing of risk factors you should consider prior to investing in the Shares is set out in the section entitled “RISK FACTORS.”

RISK FACTORS

The acquisition of Shares in the Offering pursuant to an election to participate in the DRIP involves various risks. Existing and prospective participants in the DRIP should carefully consider the following risks, among others, before making a decision to accept Shares in lieu of cash payment of distributions. An investment in the Trust is speculative and involves a high degree of risk and should be considered only by persons who can afford the loss of their entire investment.

RISKS RELATED TO INVESTING IN THE TRUST AND PARTICIPATING IN THIS OFFERING

The UPREIT Has Not Identified Properties to Acquire in the Future

The future real estate investments to be made and properties to be acquired by the UPREIT are yet to be determined. Accordingly, current and prospective participants in the DRIP will have no information to assist in making their investment decision based on the identification or location of, or as to the operating histories of, or other relevant economic and financial data pertaining to, investments in real estate the UPREIT may make in the future, and must rely entirely on the investment judgment of the Advisor and the Board of Trustees.

The Shares Are an Illiquid Investment

There is currently no trading market for the Shares, and we do not anticipate such a market will develop and have no intention to seek to list the Shares upon any stock exchange. Without the benefit of an established public trading market, the Shares should be viewed as relatively illiquid. Consequently, the purchase of Shares should be considered only as a long-term investment. Furthermore, even if a market for the sale of Shares were to develop, no assurance can be given as to the price at which Shares would be sold in such market.

The Trust has no plans to liquidate and, absent the Trustees or the shareholders (the Amended and Restated Declaration of Trust allows for a majority vote of shareholders with voting rights to require liquidation) taking action to liquidate the Trust, the Trust will continue in existence for an indeterminate time. Accordingly, an investor in the Shares pursuant to the DRIP, should not anticipate liquidity from the liquidation of the Trust.

To provide shareholders access to liquidate their holdings in the Trust, we have maintained a share repurchase program. (See - “SECURITIES BEING OFFERD – Share Repurchase Plan” for information related to such arrangements). Such plan has restrictions and limitations, including the level of funding approved for repurchases under the plan.

Determination of Rate of Share Issuance to DRIP Participants

The Shares issued to participants in the DRIP in lieu of payment of dividends is at a rate which is 95% of the offering price then established by the Board of Trustees as the offering price for Shares of the Trust (exclusive of any upfront selling expense which may be assessed to those purchasing Shares through a broker dealer). In establishing such offering price, the Board of Trustees considers the Trust’s operating results, the real estate markets in which the Trust’s properties are located, economic conditions and the capital markets. Such offering price bears no relationship to any established criteria of value, such as book value or earnings per share, or any combination thereof.

The offering price for Shares of the Trust will be in excess of the per share book value of the Trust. The Trust has generally retained ownership of its real estate properties which comprise the vast majority of its assets for long periods of time. As a consequence, the depreciation taken with respect to such real estate over the years reduces the book value of the Trust’s real estate (See Note 6 to our audited Financial Statements for information related to the cumulative depreciation taken against our real estate assets). Further, the Trust has a practice of borrowing against the value of its real estate holdings to provide funds to acquire additional and maintain its existing real estate holdings with such indebtedness serving to further reduce book value while the loan against the encumbered real estate will be based upon the market value of the real estate at the time of the borrowing which is typically less than the depreciated book value of the property.

Shareholders Must Rely on Management to Act on Their Behalf

The Advisor and the Trustees are accountable to the Trust as fiduciaries and must exercise good faith and integrity in handling Trust affairs. The Trustees have the authority to approve or disapprove all investments recommended to the UPREIT by the Advisor. The Trustees will have ultimate control over the management of the Trust and the conduct of Trust affairs, including management of the business of the UPREIT and the acquisition and disposition of the UPREIT’s assets, but the success of the Trust and UPREIT will depend, to a large extent, on the services and performance of the Advisor.

Shareholders have no right or power to take part in the direct management of the Trust or the UPREIT. Holders of Shares with voting rights (Class A and Class I Shares) vote on election of members of the Board of Trustees, amendments to Declaration of Trust, whether the Trust should be liquidated, and whether all or substantially all of the assets of the Trust are to be sold. Holders of Shares with voting rights also have the right to demand a special meeting of shareholders.

Subject to some conditions and limitations, the Declaration of Trust limits the liability of, and provides for the Trust to indemnify, the Trustees, the Advisor and their affiliates, and to provide insurance coverage and pay for all premiums thereon to protect the Board of Trustees while acting for and on behalf of the Trust (See “BOARD OF TRUSTEES, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES – Organizational Structure”).

With the exception of Jim Haley, Danel Jung and Matt Pedersen, who (in connection with their positions a participants in the Advisor) devote substantially their full-time and attention to the operation of the Trust, Officers appointed by the Trust and members of the Board of Trustees do not devote their full time in the management of the Trust’s operations. Each has their own businesses and investments, and in some instances, employment which places demands upon their available time.

Rights of Repurchase of Shares

Under the Declaration of Trust, the Trust has certain rights to repurchase Shares from its shareholders. To assure compliance with requirements under the Internal Revenue Code for qualification of the Trust as a real estate investment trust, the Trust may redeem Shares if a majority of the Trust’s Shares are held by five or fewer shareholders. In addition, the Board of Trustees may establish minimum holding levels of ownership of shares from time to time which may result in the Trust declining to permit a requested transfer of Shares or in the repurchase of transferred or retained Shares after the transfer which are below such minimum levels.

RISKS RELATED TO OUR INVESTMENTS

Borrowing Risks

The UPREIT makes extensive use of borrowed funds in connection with its investments, generally seeking to maintain a level of financing equal to 75% of the appraised value of our properties. As of December 31, 2023, and March 31, 2024, respectively, we owed approximately $455.8 million and $470.4 million in debt (most of which was secured by mortgages on our properties). Use of borrowed funds permits the UPREIT to acquire additional properties than what might otherwise have been acquired only with available cash; however, should the value of the acquired property decrease, we may owe more on the borrowing than we can realize from the operation or sale of the property.

Certain of the borrowing used to finance acquisition of properties is under long term fixed rate arrangements, but substantial portions of such borrowing involve “balloon payments,” where the loan amount is not fully amortized prior to the maturity date. Other borrowings have fixed rates but are subject to periodic readjustment of the interest rates. If general borrowing conditions result in a rise in interest rate or if lenders perceive lending to us has grown in risk, we may face increased interest rates or other adverse changes to the terms under which we may borrow funds that may impair our operating results. In connection with your consideration of these risks you may wish to know that we have the following loans maturing later this year and in the next two calendar years:

Vacancies in Our Properties

Our practice has been to acquire properties that have achieved “stability” in terms of the level of the property being leased to tenants. Even stable properties, however, can experience vacancy issues. Tenants may choose to not renew their lease at its expiration (See “Risk That Tenants Will Not Renew Their Leases” immediately below for discussion of that risk). As well, tenants may be unable to pay their rent and voluntarily vacate their leased space or we may be required to commence legal proceedings to force such a vacation to make the space available for renting to a new tenant. Uncollected rent and costs of preparing and leasing the space to a new tenant will have an adverse impact on the operating revenues of the property where such space is located.

Such adverse impact may be more significant for our non-residential commercial properties that often involve a smaller number of tenants, even as low as single tenant for the property. As well, lead times are often longer and we may incur additional expenses (such as brokerage fees and provision of improvement allowances) in leasing our commercial properties which we do not experience with our residential properties. As of March 31, 2024, of our approximately 2,586,498 square feet of rentable commercial real estate, approximately 165,083 square feet (or approximately 6% of the total) was not under a lease with a tenant.

Risk That Tenants Will Not Renew Their Leases

Tenants of our residential real estate typically lease their apartment or townhome for an initial term of from six to twelve months with month-to-month terms thereafter. Opportunities for purchase of residential properties by tenants residing in our apartments and townhome properties or relocations outside of the area may affect the choice by our tenants to continue their occupancy. As well, tenants may view newer rental properties or those with different amenities or lower rents as attractive. In addition to loss of revenues while a residential unit is vacant, a vacancy typically results in additional operating expenses associated with preparing the unit for rental and in the marketing of the unit.

Our commercial properties are typically leased for terms from one to twenty years with options to renew the term. Of the approximately 384 leases in effect as of March 31, 2024, for approximately 2,421,415 rentable square feet of commercial real estate, two of the leases (for an aggregate of approximately 966 square feet) are under month-to-month terms and 34 of the leases (for approximately 130,702 square feet) are scheduled to end by the end of December 2024. The table below identifies the leases, as of March 31, 2024, scheduled to expire in the years indicated. This does not include the approximately 165,083 square feet of commercial property available for leasing as of March 31, 2024, or non-rentable space such as hallways and common areas.

In general, commercial real estate requires additional costs to secure a new tenant or the renewal of a tenant’s lease when compared with our residential real estate due to the granting of concessions to the tenant for undertaking or renewal of the lease of the property. Such concessions may include abatement of rent for periods of time and contributions to costs of the tenant making improvements or relocating its operations.

Certain of our commercial properties may be for specialized uses that are not compatible with the needs of potential replacement tenants. This may cause a delay in locating a subsequent tenant or require substantial contributions towards the cost of modification of the property to meet a replacement tenant’s needs.

Our Investment in Real Estate will be Subject to General Risks Associated with Real Estate Investments

All real estate investments are subject to some degree of risk. Such investments will be subject to risks such as adverse changes in general and local economic conditions or local conditions such as excessive building resulting in an oversupply of existing space or a decrease in employment reducing the demand for space. Such investments will also be subject to other factors affecting real estate values, including (i) possible federal, state or local regulations and controls affecting lending, rents, price of goods, fuel and energy consumption and prices, water, and environmental restrictions affecting new construction, (ii) increasing labor and material costs, (iii) the attractiveness of the property to tenants in the neighborhood, and (iv) state and federal income taxation.

Our real estate properties will be subject to risks typically associated with real estate, including:

Risks Associated with Diversification of and Limited Liquidity of our Real Estate Holdings

We currently own properties in the states of Iowa, Nebraska, Minnesota, North Dakota and South Dakota (See “DESCRIPTION OF PROPERTIES”). As of March 31, 2024, most of our holdings were located in North Dakota (21 residential properties with 2,521 units and 18 commercial properties with approximately 1,168,378 square feet of space of the total holdings of 37 residential properties with 4,371 units and 44 commercial properties with approximately 2,606,297 square feet of space. Accordingly, you may view our investment in real property as concentrated within a limited geographic area.

The following table identifies the approximate composition of the types of properties, based on the original purchase price, we held as of the end of 2023 and 2024 (and does not include the multifamily properties located in Williston, North Dakota in which we hold non-controlling interests):

Our real estate investments had traditionally been in residential rental properties; however, we have added to our holdings a variety of commercial real estate properties.

We believe this mix of properties provides Dakota REIT a diversified approach providing some stability during changing real estate and economic cycles. Even with the diversified asset mix, the Trust will have very little opportunity to vary its portfolio swiftly in response to changing economic, financial and investment conditions.

Significant Increases in Property Taxes Could Adversely Affect the Trust

With respect to some of our commercial real estate, we pass through to the tenant the obligation to pay property taxes assessed upon the property subject to their lease; however, most of our leases (most notably our residential leases) do not provide for such shifting of the risk of increased property taxes to the tenants. Accordingly, significant increases in property taxes payable with respect to our properties could have a material adverse effect on our operating results. Further, as a significant increase in taxes payable with respect to our properties would reduce the operating profitability, the values we may obtain from a sale of properties subject to the increased tax burden would be reduced.

Regulations and Public and Private Use Restrictions on Our Properties May Affect our Operations

Local governmental agencies may impose controls or restrictions on rental charges or otherwise adopt regulations which could have a material adverse effect upon our operations. In addition, costs of compliance with regulations such as those pertaining to environmental matters.

In addition to regulations, zoning and other use restrictions of local governmental agencies as well as covenants that may be established by private parties that apply to our properties. These public and private restrictions may include the types of uses that may be made with the property as well as impose operating conditions, such as numbers of required parking spaces that must be maintained based on the size of the property and the appearance (“architectural controls”) of the property.

Such taxes, regulations and controls may impair the operating profitability of our properties and thus the values we obtain from a sale of such properties would be reduced.

Our Real Estate Investments Face Competition From Other Real Estate Properties

Our operating results will depend upon the availability of suitable real estate investment opportunities and on the yields available from time to time on real estate and other investments, which, in turn, depends to a large extent on the type of investment involved, the condition of capital markets, the nature and geographic location of the property, and competition and other factors, none of which can be predicted with certainty. Even though the Advisor and its Affiliates have years of experience of acquiring properties suitable for investment, we will be competing for acceptable investments with private investors and other real estate investment programs. Many of these competitors have greater resources than do we, the Advisor and its Affiliates.

Ownership of Real Estate Carries Risk of Uninsured Losses and Environmental Liabilities

We intend to maintain what we believe to be adequate property damage, flood, fire loss and liability insurance. There are, however, certain types of losses (generally of a catastrophic nature), which may be uninsurable or which may be economically unfeasible to insure. Such excluded risks may include war, earthquake, hurricane, terrorism, certain environmental hazards and floods. Should such events occur, (i) we may suffer a loss of capital invested, (ii) tenants of spaces may suffer losses and may be unable to pay rent for the spaces, and (iii) we may suffer loss of profits which might be anticipated from one or more properties.

Federal law (and the laws of some states in which we hold or may acquire properties) imposes liability on a landowner for the presence on the premises of hazardous substances or waste (as defined by present and future federal and state laws and regulations). This liability is without regard to fault or knowledge of the presence of such substances and may be imposed jointly and severally upon all succeeding landowners. If such hazardous substances are discovered on a property owned by us, we could incur liability for the removal of the substances and the cleanup of the property. There can be no assurance that we would have effective remedies against prior owners or occupants of the property or against our tenants who may have been the soured of the hazardous substances or waste. In addition, we may be liable to tenants and may find it difficult or impossible to sell the property either prior to or following any such cleanup.

We Rely Upon Services of Property Management Companies

We engage various property management companies to manage our real estate properties. In 2023, 2022 and in 2021, we paid $3,481,136; $3,118,878 and $2,596,446 in property management fees, respectively. Of these fees, $2,545,481; $2,350,044 and $1,867,604, respectively, were paid to the Advisor or other property managers affiliated with one or more of the members of the Board of Trustees. For additional information related to payments to property managers, see “COMPENSATION PAID TO ADVISOR AND OTHER PROPERTY MANAGERS – Property Management Agreements.”

While the Advisor does not act as a property manager for any other property owners, the rest of the property management companies we use do manage properties for other parties which properties may compete for tenants with our properties. While we seek to monitor the effectiveness of our property managers, there can be no assurance that owners of competing properties may receive better services than do we. While we have rights to terminate the agreements, we are also subject to termination of the property management agreements by the managers upon very limited notice.

Increases in Expenses May Reduce Cash Flow and Thus Funds Available for the Making of Distribution Payments and for Additional Acquisitions of Investments

Our income from operations was approximately $9.91 million in 2023, $7.97 million in 2022 and $6.39 million in 2021. Such income represents income from the rental of our residential and commercial properties less the expenses from our operations and the costs of administration of the Trust. Included in such expenses are non-cash depreciation of the costs of acquiring our properties.

The Trust declared distributions payable to our shareholders of $12,304,189 in 2023, $10,604,988 in 2022 and $8,209,817 in 2021. The UPREIT declared distributions payable to its limited partners of $8,777,746 in 2023, $7,705,513 in 2022 and $6,139,680 in 2021. The amount of the distributions actually paid was substantially less due to the election by shareholders and limited partners to reinvest their distribution to acquire shares or limited partnership units, as applicable. Shareholders received shares in lieu of approximately 58.6%, 55.4% and 53.5% of the distributions due them in 2023, 2022 and 2021, respectively. Limited partners were issued Limited Partnership Units in lieu of distributions with respect to approximately 26.1%, 21.3 % and 19.2% of the distributions due them in 2023, 2022 and 2021, respectively.

If our operating expenses or the cost of the administration of the Trust increase without corresponding increases in our income from rental of our properties, our operating net income would decrease and our ability to continue to make distributions the Shareholders of the Trust and limited partners of the UPREIT and our ability to use cash flows from operation to invest in additional properties could be impaired.

In addition, reduction in our distributions may reduce the levels of participation by shareholders of the Trust and by limited partners in the UPREIT in the reinvestment plans each maintains. Under the terms of the Trust’s and the UPREIT’s reinvestment plans, participants may revoke their election and choose to receive cash payment of their distributions or distributions.

Delays in Connection With Construction of Improvements to Our Properties

It has generally been our practice to acquire properties that have been in operation rather than undertaking to build and develop properties. As such, we have limited our exposure to risks associated with uncertainties in the development of real estate properties, such as unanticipated delays in the completion of construction of the improvements due to issues with suppliers of the materials or services used in the construction of the property. We have, however, invested in properties under development through the making of loans to or acquisition of non-controlling equity interests in a property developer constructing a property and thus we do have some exposures to such construction related risks.

From time to time, we engage in the renovation or improvement of our properties (See the discussion of improvements and maintenance expenditures in “MANAGEMENT’S DISCUSSION AND ANYALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” – “Capital Expenditures”).

Delays in the completion of improvements to our existing properties as well as those we are investing in may arise for a variety of reasons over which we will have no control. Such delays may result in additional costs being incurred as well as in loss of income due to such delays.

RISKS RELATED TO OUR DEPENDENCE UPON THE ADVISOR AND CONFLICTS OF INTEREST

We are Dependent on the Advisor

The Advisor is responsible for the day-to-day management of the operation of the Trust and of the UPREIT. As such, we are dependent upon the services of the Advisor. Some members of the Trust’s management are affiliated with the Advisor. These include Matthew Pedersen (a Trustee and the President of the Trust), Jim Haley (Treasurer of the Trust) and Danel Jung (Executive Vice President of the Trust). In addition, Jim Knutson, (a Trustee and the Secretary of the Trust) was, until 2024 an owner of the Advisor. (See the biographical information for Mr. Pedersen, Mr. Haley and Ms. Jung under “BOARD OF TRUSTEES, EXECUTIVE OFFICERS AND SIGNFICANT EMPLOYEES” for information related to their affiliation with the Advisor).

While many of the employees of the Advisor have been with the Advisor for extended periods of time, there can be no assurance that they will continue their employment or that the Advisor would be successful in retaining services of successors should existing staff no longer continue their employment. (See “BOARD OF TRUSTEES, EXECUTIVE OFFICERS AND SIGNFICANT EMPLOYEES – Significant Staff of the Advisor”). Neither the Trust nor the Advisor maintains “key person” life insurance policies on any members of the staff of the Advisor. Accordingly, in the event of the death of a key staff member of the Advisor, we and the Advisor would not receive proceeds of a life insurance policy to assist in covering costs which might be incurred in connection with securing a replacement for the loss of a deceased key staff member.

Conflicts of Interest

There have been, and there are likely to be in the future, transactions between us and members of our management or their affiliates. (See “INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS”) The transactions have included: (i) our acquisition of real estate from such related parties (ii) our making of loans to finance real estate developments by such related parties; and (iii) the acquisition of equity interests in entities owned or controlled by such related parties. In such transactions, there are likely to be conflicts between our interests and those of members of our management or their affiliates. These conflicts present the risk that the transactions may not have been negotiated at arm’s-length. Consequently, agreements between us and those related parties do not carry the indicia of fairness that a transaction negotiated between unrelated parties would have and bear closer scrutiny by investors.

We have also paid compensation for services provided to us by members of our management or their affiliates (See “COMPENSATION PAID TO ADVISOR AND OTHER PROPERTY MANAGERS – Affiliates of the Trust Participating in Service Providers” and “Interests of Management and Others in Certain Transactions” for information regarding such transactions). The transactions have included provision of property management services or real estate brokerage services to us.

In each instance, the member our management who is engaging directly, or through an affiliate, in a transaction with us, is required to disclose their interest in the transaction to the Board of Trustees and, under the Declaration of Trust, by a majority vote of the Independent Trustees, it must be determined that:

There can, however, be no assurance that past and future transactions are not as favorable to us as might have been or be obtained in a transaction with a completely independent party rather than with an affiliate of one of our Trustees.

Affiliates Managing Our Properties. In 2023, 2022 and in 2021 we paid $3,481,136; $3,118,878 and $2,596,446, respectively, in management fees to property management companies to manage our properties. Of the eight management companies we currently engage, four are affiliated with certain members of our management. (See “COMPENSATION PAID TO ADVISOR AND OTHER PROPERTY MANAGERS”)

The four property managers affiliated with members of our current or past management include the Advisor, Valley Rental (consisting of Valley Rental Service, Inc. for 2021 Valley Rental Service 2, LLC for 2022 and 2023), Property Resources Group, Inc., and Lloyd Property Management Company. Ownership of the Advisor is addressed above. In 2021, Valley Rental Service, Inc. was owned by George Gaukler (then a Trustee). Valley Rental 2, LLC is owned by the Advisor. Property Resources Group, Inc is owned by Kevin Christianson (a Trustee). Lloyd Property Management Company is owned by Craig Lloyd (a Trustee). The table below indicates the amount of management fees paid to the management companies which were affiliated with members of our management in the years indicated.

Affiliates Compensated for Commercial Leasing Services. In 2023, 2022 and 2021 we paid commissions of $346,150; $131,807 and $141,032, respectively, to real estate brokers in connection with their having participated in the long-term leasing of space in our commercial properties. Three of such brokers were affiliated with individuals who were then members of our Board of Trustees. They were Horizon Real Estate Group, LLC (an affiliate of George Gaukler, a Trustee until June 2023), Lloyd Companies (an affiliate of Craig Lloyd) and Property Resources Group (an affiliate of Kevin Christianson). The table below indicates the amount of such fees paid to such brokers for services in leasing of space in our commercial properties in the years indicated.

Properties Acquired from Affiliates. Of the 80 properties we owned as of December 31, 2023, 33 (or approximately 41%) were acquired from a then member of our Board of Trustees or from an entity owned - at least in part - by a then member of our Board of Trustees (See tables listing our properties and the column indicating acquisition from a Trustee under “DESCRIPTION OF PROPERTIES” for information related to which of our properties were acquired from affiliates and see “Acquisitions from Affiliates” in “Interests of Management and Others in Certain Transactions

Loans to Affiliates. From time to time, we have made, and we contemplate we may in the future make, loans to affiliates of members of our management to provide funding for real estate development projects. Typically, such loans will involve our being granted rights to acquire ownership of the property. Below are summaries of the financings which are currently outstanding,

Financings for Projects Located in Sioux Falls, South Dakota. Beginning in 2020, we have made a series of three loans to developers affiliated with Craig Lloyd, a member our Board of Trustees to assist in the financing of “The Rowe at 57^th” apartment complex located in Sioux Falls, South Dakota. As of March 31, 2024, $3,000,000 remains outstanding with accrued interest of $44,874 on the final of the three loans with the other loans having been satisfied.

Financing for Apartment Project in Ankeny, Iowa. In 2021, we extended a line of credit to TSPTN21, LLC, which is developing the Sterling Prairie Trail North 216-apartment complex in Ankeny, Iowa and which has Jerry Slusky, a member of our Board of Trustees, as one of its owners. In 2022, we increased the line to $11,000,000. As of March 31, 2024, $10,825,000 remains outstanding with accrued interest of $1,496,545.

For additional information related to these loans to affiliates, see “INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS – LOANS TO OR FROM AFFILIATES.”

Investment in Affiliates. We currently own non-controlling interests in five limited liability companies or limited partnerships (See table in the “General Overview” section of “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” for identification of the entities and our ownership interests in them), each of which has or had George Gaukler (who was a Trustee until June 2023) as one of its owners. Each operates apartment buildings located in Williston, North Dakota. We have invested an aggregate of $6.275 million in such entities.

RISKS RELATED TO ECONOMIC CONDITIONS

Economic Conditions May Limit our Abilities to Purchase or Dispose of Properties or of Tenants to Pay Rent

Periods of tight credit and high interest rates may adversely affect our ability of to acquire or sell properties. The inability to acquire new properties or to sell certain of our existing properties may limit our efforts to diversify our portfolio of properties and our growth. During times of economic recession, fewer prospective tenants may seek to rent spaces from us for our existing tenants to timely pay rent. This would limit the income available to the UPREIT for distribution to the Trust and, consequently, limit the Trust’s ability to make distributions to our shareholders.

There may be future shortages or increased costs of fuel, natural gas, water, or electric power, or allocations thereof by suppliers or governmental regulatory bodies in the areas where our properties are located. In the event any such shortages, price increases or allocations occur, our financial condition and that of our tenants may be adversely affected. We are unable to predict the extent, if any, to which such shortages, increased prices or allocations would influence the ability of tenants to make rent payments and our ability to make cash distributions to shareholders and limited partners.

Risk of Downturn in Real Estate Market

While we are exposed to risks of adverse developments in the economy in general, the real estate market we participate may have its own adverse economic developments. Due to numerous conditions over which we will have no control, the market value of properties we own may decrease. Such decreases will adversely affect our abilities to refinance mortgage indebtedness on such properties (See footnotes to the “DESCRIPTION OF PROPERTIES” for information regarding mortgage indebtedness against our properties) which could provide significant issues for properties we have financed on terms involving “balloon payments” of the unpaid principal balance at a maturity date which occurs prior to complete payment of the debt based upon the payment schedule.

If such downturns in the real estate markets occur, we may find that we are unable to sell properties we determine to sell or, if we are able to sell a property, we may receive an amount which is less than we have invested in acquiring and operating the property. We may even find that the debt we owe at the time of sale, exceeds the amount we can obtain from a purchaser.

Risks of Disruptions in the Financial Markets

The success of our business is significantly related to general economic conditions, but in particular, we are dependent upon the condition of the banking and financial markets. Rising interest rates and the decreasing availability of funding for real estate investments could have a materially adverse effect on our operations and on our abilities to acquire additional properties, refinance mortgage indebtedness and sell properties we hold.

Tenant Bankruptcies

Economic conditions affecting tenants leasing our properties may result in filing of bankruptcy by tenants. In particular, this may have a more significant adverse impact on our operations and financial condition with respect to our commercial real estate where the properties have fewer tenants than are associated with our residential rental real estate. In addition, we may incur legal fees and other costs in seeking to protect our interests in the event of a filing of bankruptcy by a tenant.

RISKS RELATED TO OUR STRUCTURE AND THE OFFERING

There is No Assurance That Shareholders Will Receive Cash Distributions or Benefit from Property Appreciation

While we have had a history of paying quarterly distributions, there is no assurance as to whether cash distributions can continue to be available for distribution to shareholders (See “SECURITIES BEING OFFERED – Distribution” for distribution declared and paid since 2012. There is no assurance that the Trust will operate at a profit or that any properties acquired by the UPREIT will appreciate in value or can ever be sold at a profit. The value and marketability of the UPREIT’s properties will depend upon many factors beyond the control of the Trust or the UPREIT, and there is no assurance that there will be a ready market for the properties owned by the UPREIT since investments in real property are generally non-liquid. Operating expenses of the Trust, including certain compensation to the Advisor will be incurred and must be paid irrespective of the Trust’s profitability.

Even if the Trust operates on a profitable basis, our ability to pay cash distributions may be impaired. In each of 2023, 2022 and 2021 we declared for payment in those years aggregate distributions to shareholders of the Trust and to limited partners of the UPREIT of $21,081,935; $18,310,501 and $14,349,497 (after reinvestment of declared distributions to acquire shares or limited partnership units, the net distributions/distributions paid were $14,492,819; $9,846,582 and $7,987,916) compared to net cash from operating activities of $28,154,458; $25,487,099 and $21,852,663. Shareholders of the Trust and limited partners of the UPREIT participating in reinvestment of their distributions or distributions may terminate such participation with minimal notice and such termination by a substantial number of the participants could require us to use cash rather than our shares or the Trust’s limited partnership units to satisfy the rights to distributions or distributions, as applicable.

Further, if we were not successful in refinancing our mortgage indebtedness when the loans mature, we would need to use net operating cash flow to satisfy the “balloon payments” due at the maturities of our loans. For information regarding the amounts coming due under our mortgage indebtedness see the footnotes to the table of our “DESCRIPTION OF PROPERTIES.” In connection with your consideration of these risks you may wish to know that we have the following loans maturing later this year and in the next two calendar years:

Investments in the Trust are Subject to Dilution by Future Sales of Securities by the Trust and Issuance of Units by the UPREIT and from the Reinvestment Plans

Under the terms of the UPREIT Limited Partnership Agreement, the UPREIT is authorized to issue limited partnership interests in the UPREIT in exchange for real estate or interests in real estate. Such exchanges have occurred and are expected to continue to occur during and after the Offering. We intend for the UPREIT to continue to seek contributions of property in exchange for Partnership Interests in the UPREIT. Additionally, the Trust will, continue to seek investors to acquire Shares in exchange for cash investment in the Trust. These additional investments will dilute the percentage ownership interests of current investors of the Trust, including those that reinvest their distributions to acquire additional shares.

Each of the Trust and the UPREIT offer the opportunity for participants in their respective reinvestment option to accept additional equity interest in lieu of cash payment of distributions. In 2023, 2022 and 2021 Shares were issued in lieu of distributions with respect to approximately 58.6%, 55.4% and 53.4% of such distributions, respectively. In 2023, 2022 and 2021 Units were issued in lieu of distributions with respect to approximately 26.1%, 21.3% and 19.2% of such distribution, respectively.

No Assurance that we will Continue our Share Repurchase Plan

To provide shareholders with an opportunity for liquidity with respect to our Shares, we have from time to time maintained arrangements permitting shareholders who have held their Shares for at least one year the right to request the repurchase by the Trust of all or a portion of their Shares (See - “SECURITIES BEING OFFERD – Share Repurchase Plan” for information related to such arrangements).

The Board of Trustees reserves the absolute right to terminate, suspend or amend the Share Repurchase Program at any time without shareholder approval, but subject to advance notification to the shareholders, if the Trustees believe such action is in the best interest of the Trust or if they determine the funds otherwise available to fund our Share repurchase are needed for other purposes.

RISKS RELATED TO OUR STATUS AS A REAL ESTATE INVESTMENT TRUST

The Trust Must Limit Ownership of Shares in Order to Remain Qualified as a REIT

In order for the Trust to qualify as a REIT, no more than 50% of the outstanding Shares may be owned, directly or indirectly, by five or fewer individuals at any time during the last half of the Trust’s taxable year. To ensure that the Trust will not fail to qualify as a REIT under this test, the Declaration of Trust authorizes the Trustees to take such actions as may be required to preserve its qualification as a REIT and limits any person to direct or indirect ownership of no more than a limited percentage of the outstanding Shares of the Trust. While these restrictions are designed to prevent any five individuals from owning more than 50% of the Shares, they would also make virtually impossible a change of control of the Trust. The restrictions and provisions may also (i) deter individuals and entities from making tender offers for Shares, which offers may be attractive to shareholders, or (ii) limit the opportunity for shareholders to receive a premium for their Shares in the event an investor is making purchases of Shares in order to acquire a block of Shares.

Compliance with REIT Qualification Requirements may Impair our Operations

The Declaration of Trust directs the Board of Trustees to maintain our qualification under applicable law as a REIT. It is possible that the requirements may limit the investments which may be pursued by the Trust or even require a liquidation of investments the Board of Trustees views as being attractive.

If the Trust Fails to Qualify as a Real Estate Investment Trust, the Trust and Investors May Suffer Adverse Tax Consequences. The Trust and Investors May Also Suffer Adverse Tax Consequences from Other Unanticipated Events

Although management believes that the Trust has been organized and operated to qualify as a REIT under the Code, no assurance can be given that the Trust has in fact operated or will be able to continue to operate in a manner to qualify or remain so qualified. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations, and the determination of various factual matters and circumstances not entirely within the Trust’s control (See – “Requirements for Qualification – General,” “Income Tests,” “Asset Tests” and “Annual Distribution Requirements” under “FEDERAL INCOME TAX CONSIDERATIONS”). For example, in order to qualify as a REIT: the Trust must be owned by at least 100 or more persons; at least 95% of the Trust’s taxable gross income in any year must be derived from qualifying sources; the Trust must make distributions to shareholders aggregating annually at least 90% of its REIT taxable income (excluding net capital gains); and at least 75% of our assets must be “real estate assets,” cash or U.S. government securities. To the extent we fail these requirements, unless certain relief provisions apply, we may have a loss of our status. Such a loss could have a material adverse effect on the Trust and its ability to make distributions to you and to pay amounts due on its debt. Additionally, to the extent UPREIT was determined to be taxable as a corporation, the Trust would not qualify as a REIT, which could have a material adverse effect on the Trust and its ability to make distributions to you and to pay amounts due on its debt. Finally, no assurance can be given that new legislation, new regulations, administrative interpretations or court decisions will not change the tax laws with respect to qualification as a REIT or the federal income tax consequences of such qualification.

If the Trust fails to qualify as a REIT, it will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at corporate rates, which would likely have a material adverse effect on the Trust and its ability to make distributions to shareholders and to pay amounts due on its debt. In addition, unless entitled to relief under certain statutory provisions, the Trust would also be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost. This treatment would reduce funds available for investment or distributions to shareholders because of the additional tax liability to the Trust for the year or years involved. In addition, the Trust would no longer be required to make distributions to shareholders. To the extent that distributions to shareholders would have been made in anticipation of qualifying as a REIT, the Trust might be required to borrow funds or to liquidate certain investments to pay the applicable tax.

For a further discussion of income tax issues, see “FEDERAL INCOME TAX CONSIDERATIONS.”

PLAN OF DISTRIBUTION

This Offering is being made to existing shareholders of the Trust who are residents of, or entities domiciled in, a state in which we have qualified the issuance of Shares under the DRIP in accordance with laws of such state related to the offer and issuance of securities. With respect to shareholders residing in or domiciled in certain states, the number of shares which may be issued could be limited such that the Trust would need to decline to accept requests for reinvestment of distributions that would involve our exceeding such limitations. If: (i) a participant in the DRIP relocates to a state where we have not previously qualified the issuance of Shares under the DRIP; (ii) we receive a request from a shareholder who is a resident is an entity domiciled in a state where we have not previously qualified the issuance of Shares under the DRIP or if issuance of Shares under the DRIP will exceed the limitation, we may defer the payment of the distribution in cash while we pursue the qualification to allow Shares to be issued.

Duration of Offering. This Offering will end on the earlier of: (i) July 31, 2025; (ii) when all Shares and been issued; or (iii) if our Board of Trustees elect to terminate the DRIP.

No Broker/Dealers are Engaged to Solicit Participation in the Plan. The Trust is directly, without the engagement of broker/dealers, offering the Shares in this Offering under the Trust’s DRIP (See “SECURITIES BEING OFFERED – Distribution Reinvestment Plan”).

State of Residence or Domicile for Plan Participation by a Shareholder. This Offering is available only to shareholders of the Trust who are residents of or entities domiciled in a state in which we have qualified the issuance of share under the DRIP in accordance with laws of such state related to the offer and issuance of shares. Individuals are residents of the state in which they maintain their principal residence. A corporation, partnership, trust or other entity is domiciled in the state where the principal office of the entity is located.

Participation in the DRIP. To participate in the Offering, investors must be a participant in the DRIP and have their shareholder registration with the Trust reflect that the participant meets the residency / domicile requirements addressed above.

USE OF PROCEEDS

The Trust will receive no cash proceeds from the issuance of Shares to participants in the DRIP. Such issuance, however, will permit the Trust to retain funds within the UPREIT which would otherwise be applied to payment of cash distributions. Such retained funds can be used by the UPREIT to acquire additional properties, repay indebtedness and for expenditure in operations of the business of the Trust and the UPREIT.

As of the date of this Offering Circular, we have not identified any specific property or properties we will seek to acquire with any additional cash retained as a result of issuance of Shares in lieu of payment of distributions in cash to participants in the DRIP. Acquisitions and investments by the UPREIT will be determined by the Board of Trustees of the Trust and we anticipate that we will continue to use our capital and proceeds from borrowings to invest in real estate (See “DESCRIPTION OF BUSINESS – Investment Policies and Objectives of the Trust”).

DESCRIPTION OF BUSINESS

THE TRUST

The Trust is an unincorporated business trust registered under the laws of North Dakota with the office of the North Dakota Secretary of State and is set up to meet the requirements under Internal Revenue Code Section 856 as a real estate investment trust (a “REIT”). Internal Revenue Code Section 856 requires that 75% of the assets of a REIT, either directly or indirectly, must consist of real estate assets and that 75% of its gross income must be derived from real estate. As a REIT, the Trust is generally not subject to U.S. federal corporate income tax on its net taxable income that is distributed to the shareholders of the Trust.

The Trust began operations in 1997 and in 2000 the Trust formed the UPREIT to acquire income-producing real estate properties and investments in entities holding income-producing real estate. Through the UPREIT, for which the Trust is the General Partner, the Trust seeks to invest in income-producing real estate that will provide cash flow and capital appreciation opportunities. The Trust intends to invest in the Midwest region and, as of the date of this Offering Circular, the properties we hold are primarily located in North Dakota, we also have properties in Iowa, Minnesota, Nebraska, and South Dakota. Of those properties, (based on the lease income received in 2023) approximately 52% are residential and 48% are commercial (See “DESCRIPTION OF PROPERTIES”).

The principal governing document for the Trust is its Declaration of Trust. As permitted under North Dakota law, the Trust will continue until terminated as a result of action initiated by the voting shareholders or by the Board of Trustees.

THE UPREIT

The UPREIT is a limited partnership established under the laws of North Dakota. The Trust is the general partner of the UPREIT. As of March 31, 2024, there were 216 holders of limited partnership interests in the UPREIT holding an aggregate of approximately 9,803,374 Partnership Units. In our consolidated financial statements, the interests of our shareholders in the Trust are referred to as “Beneficial Interests” while the limited partnership interests in the UPREIT are referred to as “Noncontrolling Interests.”

Most of the real estate properties we have invested in are held directly by the UPREIT, but certain properties are held by one of eight entities for which the UPREIT is the sole owner/member. This has been done to satisfy a requirement of mortgage lenders who finance the acquisition or holding of the properties. In addition, the UPREIT holds minority, non-controlling, interests in real estate holding entities and has made loans to developers of real estate projects the UPREIT may acquire.

The UPREIT acquires real properties through both purchase and in exchange for issuance of limited partnership interests to owners of the real estate being acquired through such an exchange. By exchanging property for limited partnership interests, rather than selling the property to the UPREIT for cash, the owner may defer the recognition of the taxable gain on the property if the value of the property exceeds the tax basis the owner has in the property.

ADVISOR AND PROPERTY MANAGERS

Neither the Trust nor the UPREIT has employees. The Trust has an advisory contract with Dakota REIT Management, LLC (the “Advisor”) under which the Advisor carries out the daily operations of the Trust including its responsibilities as the general partner of the UPREIT (for information regarding the qualifications of the Advisor, see “BOARD OF TRUSTEES, EXECUTIVE OFFICERS AND SIGNFICANT EMPLOYEES - Significant Staff of the Advisor”). The Advisor is paid fees under the advisory contract.

The Advisor has never controlled or provided services to any other real estate investment trust, a real estate investment limited partnership or other investment program which provides flow-through tax consequences to investors. Thus, the Advisor has never participated in the offering of investments by such an entity which disclosed when the investment entity might be liquidated and thus there can be no disclosure as to whether such liquidation was completed as disclosed.

The UPREIT engages services of the property management companies in connection with the management of the properties owned by the UPREIT or its wholly owned subsidiaries, four of which are affiliated with members of our Board of Trustees (See “COMPENSATION PAID TO ADVISOR AND OTHER PROPERTY MANAGERS”).

INVESTMENT POLICIES AND OBJECTIVES OF THE TRUST

Currently, all of the real estate investments of the Trust are made through the UPREIT. As general partner of the UPREIT, the Trust determines whether any properties are to be acquired or disposed of with such investment decisions being made through action of the Trust’s Board of Trustees. Currently, the Board of Trustees of the Trust intends to invest in properties which are believed to be located in growth markets in the Midwest. The Board of Trustees intends for the UPREIT to invest in multi-family apartments and commercial properties (industrial, grocery anchored retail, neighborhood shopping centers and office space) located in communities that appear to involve a stable market for particular investments.

In 2021, we made seven acquisitions and five dispositions of properties. In January, we purchased two 36-unit apartment buildings located in Fargo, North Dakota for $7.4 million. In February, we sold two properties, an industrial warehouse located in Hastings, Minnesota for $800,000 which we had acquired in 2014 for $875,000 and a storage facility located in Minot, North Dakota for $1,075,000 which we had acquired in 2011 for $1,510,000. In April, we sold an 84-unit apartment building located in West Fargo, North Dakota for $3,850,000 which we had acquired in 2014 for $3,760,000. In May, we acquired a 79,200 square feet industrial property located in Bismarck, ND and we sold a 28,347 square foot office building located in Bismarck, ND for $1,254,000 which we had acquired in 2010 for $1,465,000. In June, we purchased an 88-unit multifamily apartment building located in Johnston, Iowa for $11,913,000, two apartment buildings consisting of 104 units of a complex located in Sioux Falls, South Dakota for $12,032,495. In August, we purchased a 244-unit apartment complex located in Des Moines, Iowa for $36,000,000 and we sold an industrial warehouse located in Brooklyn Park, Minnesota for $6,500,000 which we had acquired in 2019 for $5,500,000. In September, we purchased a 79,200 square foot mixed used commercial building located in Eagan, Minnesota for $12,100,000. In December, we purchased a 42,797 square foot retail/office building in Fargo, North Dakota for $6,984,000.

In 2022, we made nine acquisitions and two dispositions of properties. In January we sold an office building located in Plymouth, Minnesota for $6,500,000 which we had acquired in 2016 for $5,725,000. In April we purchased a 36 unit apartment building in Sioux Falls, South Dakota for $4,667,503. In June we sold a former Shopko retail building located in Oakes, North Dakota for $100,000 which we had acquired 2010 for $2,716,000 and we purchased an 88,239 square foot industrial/flex complex in Fargo, North Dakota for $12,000,000. In August we purchased seven neighborhood shopping centers in the Omaha, Nebraska metropolitan area consisting of a total of 353,864 square feet for a total of $57,850,000.

In 2023, we made two dispositions and two acquisitions of properties. In May, we sold a 144,441 square foot mixed use building located in Bloomington, Minnesota for approximately $12,750,000 which we acquired in 2019 for approximately $11,850,000. In June, we sold a 21,745 square foot office building located in Minot, North Dakota for $700,000 which we acquired in 2011 for approximately $960,000. In September, we purchased an additional 108 apartment units in “The Rowe at 57^th” complex located in Sioux Falls, South Dakota for $15,700,000. In December, we purchased a 53,650 square foot industrial warehouse located in Sioux Falls, South Dakota for $5,250,000.

In March 2024, we purchased a 142-unit apartment complex and an associated 3,000 square foot mixed use commercial space located in Des Moines, Iowa for $29,000,000.

For listings of the properties held either directly by the UPREIT or through an entity wholly owned by the UPREIT, see “DESCRIPTION OF PROPERTIES.”

The UPREIT does not currently intend to invest in mortgages loans originated by others, although we have made loans to finance the development of real estate properties we contemplate acquiring. The Declaration of Trust sets forth restrictions on investment in mortgage loans, including limitations on deferral of payment of accrued interest and the making of loans that result in indebtedness against the property exceeding 85% of its appraised value absent substantial justification (such as credit enhancements in the form of a guaranty by a financially strong third party).

The UPREIT has made investments in limited partnerships, limited liability companies and other limited liability entities that own and operate real estate which is of a type the UPREIT would hold. The investment objectives of the Trust are to provide to its shareholders (i) preservation, protection and eventual return of the shareholder’s investment, (ii) annual cash distributions of cash from operations, a portion of which (due to depreciation) may be a return of capital for tax purposes rather than taxable income, and (iii) realization of long-term appreciation in value of the properties acquired by the Trust. There is no assurance that such objectives will be attained.

When considering properties to be included in the portfolio of the UPREIT, the Board of Trustees of the Trust uses the following criteria for selection:

In making its investment decisions, the Board of Trustees is subject to terms of the Declaration of Trust (See “BOARD OF TRUSTEES, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES – Organizational Structure”) which restricts the Trust from:

The Declaration of Trust also requires the Board of Trustees to approve acquisition at prices the Board of Trustees determines to be the fair market value of the property. Due to requirements of mortgage lenders and to comply with an accounting standard discussed in “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS – Results of Operations,” independent appraisals of property are obtained. The Declaration of Trust requires the purchase from an affiliate of the Trust to be not greater than the appraised value determined by an independent appraiser. Further, a majority of the independent trustees may require use of the appraised value when the purchase is from any other seller (See “BOARD OF TRUSTEES, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES – Members of the Trust’s Board of Trustees and Executive Officers”).

SUMMARY DESCRIPTION OF THE UPREIT LIMITED PARTNERSHIP AGREEMENT

The Limited Partnership Agreement (the “Partnership Agreement”) is the governing document for the UPREIT. The Trust is the sole general partner of the UPREIT and as of March 31, 2024, the UPREIT had approximately 215 limited partners of the UPREIT. The following is a summary of the material terms of the Partnership Agreement. Any descriptions are qualified in their entirety by reference to the Partnership Agreement. A copy of the Partnership Agreement currently in effect has been filed as an exhibit to the Offering Statement the Trust has filed with the SEC of which this Offering Circular is a part.

MANAGEMENT

As the sole general partner of the UPREIT, the Trust has the full, complete and exclusive discretion to manage and control the business of the UPREIT, and the limited partners have no authority in their capacity as limited partners to transact business for or participate in the management of the UPREIT. The authority of the Trust as general partner includes the admission of limited partners and the determination of the interests in the UPREIT to be issued in connection with such admission and to issue additional interests to existing partners in exchange for contributions of capital.

CAPITAL CONTRIBUTIONS

The Trust and each limited partner of the UPREIT is required to make a capital contribution in connection with their becoming a partner of the UPREIT. For purposes of determining the relative interests in the UPREIT, such interests are denominated by the Partnership Agreement as “Partnership Units.” While the Partnership Agreement permits the issuance of Partnership Units to be in series or classes with such designations and preferences as the general partner shall determine, all Partnership Interests have been of a single class with respect to the allocation of income or loss and the participation in distributions.

In connection with forming the UPREIT in October 2000, the Trust contributed substantially all of its assets to the UPREIT subject to various debts and obligations and George Gaukler (who served as a Trustee until June 2023), as the initial limited partner, made a nominal cash contribution to the UPREIT. The Partnership Agreement requires the Trust to contribute to the UPREIT the net proceeds from issuance of the Trust’s Shares. When that is done, the relative interests of the Trust as General Partner and that of the limited partners in the UPREIT is determined as if the Trust received one Partnership Unit for each share so issued by the Trust.

Except for the obligation of the Trust to contribute proceeds from its issuance of Shares, the partners have no right or obligation to make any additional capital contributions. The Trust may make loans to the UPREIT to cause the UPREIT to borrow funds from others, including from limited partners.

Many of the properties held by the UPREIT were contributed to the UPREIT in exchange for Partnership Units. For most who are contributing property, the transaction is considered a tax deferred exchange. The Declaration of Trust requires the purchase price to be approved by the Board of Trustees as not being more than the fair market value of the property and if the contributing limited partner is an affiliate of the Trust, for the fair market value to be based on an independent appraisal. The contributor is required to hold the Partnership Units received in exchange for their property for at least one year.

PROFIT AND LOSS ALLOCATIONS AND DISTRIBUTIONS

The net profit or loss of the UPREIT for each year is generally allocated among the partners in accordance with their respective interests. This general allocation is subject to compliance with specific exceptions related to matters recognized under federal income tax regulations related to minimum gain chargeback with respect to nonrecourse debt and to allocation of loss to the general partner when such allocation to a limited partner would create a capital account deficit. There is also provision in the Partnership Agreement for allocation of net profit or loss allocation if a limited partner affects a permitted transfer of their partnership interest during the year.

The Partnership Agreement contemplates that the UPREIT will make regular operating cash distributions on at least a quarterly basis in an amount the general partner deems appropriate. The general partner is, however, required to use its best efforts to effect distributions of sufficient amounts to permit the Trust to pay distributions to its shareholders as is required to maintain the status of the Trust as a REIT. The distributions made are in accordance with the respective percentage interests (i.e. the Partnership Units held) as of the record date the general partner may establish for purposes of determining to whom a distribution is payable.

Upon liquidation of the UPREIT, remaining assets are to be distributed to all partners with positive Capital Accounts in accordance with their respective positive Capital Account balances.

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Limited partners are not to be liable for any debts or obligations of the UPREIT. A limited partner is only obligated to make payments of its capital contribution in accordance with any capital contribution agreement made with the UPREIT, if any, as and when due thereunder.

After owning Partnership Units for one year and subject to certain limitations in the Partnership Agreement, each limited partner has a right (the “Exchange Right”) to request the UPREIT to redeem all or a portion of the Partnership Units held by such limited partner in exchange for payment per unit of the then current offering price for Shares of the Trust. Exercise of the Exchange Right is by delivery of written notice to the UPREIT. If such a notice is given, the Trust may purchase the subject units by issuance of shares to the limited partner. Each limited partner is limited to giving not more than two notices of exercise of Exchange Rights during each calendar year. An Exchange Right may not be exercised with respect to the lesser of 100 Partnership Units or all of the remaining Partnership Units then held by the limited partner.

Issuance of Partnership Units to limited partners is made under claimed exemptions from registration under applicable federal and state regulation of the issuance of securities. As such, they may not be transferred by the limited partner if, in the opinion of legal counsel to the UPREIT that such transfer would require such registration. Further, transfers may not be made if, in the opinion of legal counsel to the UPREIT that such transfer would result in the UPREIT being taxed as a corporation or if the transfer would impair the qualification of the Trust as a REIT.

DISTRIBUTION REINVESTMENT PLAN FOR UPREIT LIMITED PARTNERS

The Trust, as general partner of the UPREIT, has established a Distribution Reinvestment Plan (the “Distribution Reinvestment Plan”) for limited partners. To participate, the limited partner must be either an “accredited investor” or a “sophisticated investor” with sufficient knowledge and experience in financial and business matters to adequately assess the merits of participating in the Distribution Reinvestment Plan and reside in a jurisdiction which permits participation in the Distribution Reinvestment Plan without an effective registration under the Securities law and regulations of that jurisdiction. To participate, a limited partner is to complete a written election. A participant may terminate their participation on thirty days prior notice.

Under the Distribution Reinvestment Plan, in lieu of receipt of a cash payment of the distribution otherwise due, a limited partner will be issued additional limited partnership units at a rate based on 95% of the offering price established by the Board of Trustees for the shares of the Trust (exclusive of subscription fees that may be payable with respect to certain classes) rounded up to the next full cent. Fractional units to one hundredth of a thousand (i.e., four decimal points) will be issued. The Distribution Reinvestment Plan may be terminated or modified by the UPREIT on not less than ten days prior notice of termination or modification.

DESCRIPTION OF PROPERTIES

The following table is a listing of the real estate properties owned as of December 31, 2023, directly by the UPREIT or by an entity wholly owned by the UPREIT and an additional property we acquired in March 2024. The properties are primarily listed in the order in which they were acquired. The properties are multi-family residential apartment or townhome complexes or commercial real estate properties. The table includes the original purchase price, the balance(s) owned on mortgage note(s) at the end of 2023 (unless otherwise noted), the size of commercial properties or the number of units for residential properties, the level of physical occupancy of the property at the end of 2023 (or the occupancy at time of acquisition in 2024) and if the property was acquired from a Trustee or an affiliate of a Trustee. Typically, the apartments are leased for initial terms from six to twelve months with month-to-month terms thereafter. The commercial properties are typically leased for terms from one to twenty years with options to renew the term.

Of the 80 properties owned at the end of March 2024, 33 (or approximately 41% of the properties then held) were acquired from a member of our Board of Trustees or from an entity owned - at least in part - by a member of our Board of Trustees at the time of the acquisition. For information regarding the acquisitions from affiliates, see “Acquisitions from Affiliates” in “Interests of Management and Others in Certain Transactions.”

In addition to the properties listed in the foregoing tables, the UPREIT also holds non-controlling membership interests or the limited partnership interests in the following limited liability companies or limited partnerships:

COMPENSATION PAID TO ADVISOR AND OTHER PROPERTY MANAGERS

ADVISORY MANAGEMENT AGREEMENT

Neither the Trust nor the UPREIT have employees. Since 2007, the Trust has engaged Dakota REIT Management, LLC (the “Advisor”) to provide the staff to oversee and manage the operations of the Trust, including, the discharge of its responsibilities as general partner of the UPREIT. The services are provided under the terms of an Advisory Management Agreement (the “Management Agreement”), the most current version of which was made in October 2023 and took effect as of October 26, 2023, with a term expiring one year later. Under the Management Agreement, the Advisor is responsible for all operations of the Trust under the direction of the Board of Trustees of the Trust and in compliance with the Declaration of Trust and the UPREIT’s Partnership Agreement. A copy of the Management Agreement has been filed as an exhibit to the Offering Statement the Trust has filed with the SEC of which this Offering Circular is a part.

As compensation for its services under the Management Agreement the Advisor is to be paid:

As required by the Declaration of Trust, the Management Agreement, however, requires the Advisor to refund to the Trust UPREIT unit issuance and mortgage refinance fees to the extent the aggregate fees exceed the lesser of 2% of the Trust’s average “invested assets” or 25% of the Trusts “net income” for the calendar year. The Management Agreement defines “invested assets” as the current market value of the real estate investments and “net income” as revenues less expenses other than depreciation and other non-cash reserves and excludes from the definition gains from sales of UPREIT assets. Provided, however, the independent members of the Board of Trustees of the Trust may waive the refund of fees if they believe the year involved unusual or non-recurring factors resulted in extraordinary expenses for the year.

The table below shows the amounts of such fees paid to the Advisor by the Trust in the years 2022 and 2021:

The Management Agreement has a term of one year but may be extended by the Trust with the approval of a majority of the members of the Board of Trustees of the Trust who are not affiliates of the Advisor. In addition, either the Advisor or the Trust may terminate the Management Agreement with sixty days’ prior written notice; with the determination for termination by the Trust being made by a majority of the members of the Board of Trustees who are not affiliated with the Advisor.

PROPERTY MANAGEMENT AGREEMENTS

The UPREIT currently has agreements for the management of properties with eight property management companies. The table on the following page identifies those companies, the properties managed and the management fees under the agreements as of December 31, 2023. Four of the property management companies are or were affiliated with members of our Board of Trustees or Officers. Matt Pedersen (a Trustee and President of the Trust) and James Haley (our Treasurer) are owners of the Advisor (Dakota REIT Management, LLC) and our Executive Vice President, Danel Jung holds of a profits interest in the Advisor. In addition, Jim Knutson (a Trustee and Secretary of the Trust) was an owner of the Advisor until 2024 but continues as its Vice-President and receives compensation from the Advisor. The Advisor is the sole member of Valley Rental 2, LLC, which took on management of properties managed for the UPREIT as of January 1, 2022, which had previously been managed by Valley Rental Services, Inc. (owned by Mr. Gaukler, a Trustee until June 2023). Kevin Christianson (a Trustee) is the owner of Property Resources Group, Inc. Craig Lloyd (a Trustee) is an owner of Lloyd Property Management Company.

In the years 2023, 2022 and 2021, we paid $3,481,136, $3,118,878 and $2,596,446 in management fees. Of those fees, approximately 51%, 54% and 56% were paid to the Advisor, its subsidiary Valley Rental 2, LLC or Valley Rental Services, Inc.; approximately 17%, 16% and 10% was paid to an affiliate of Lloyd Property Management; and approximately 6%, 6% and 7% was paid to Property Resources Group, Inc. in those years respectively. In addition to such management fees, we have also paid leasing fees to Lloyd Property Management and Property Resource Group, Inc. in each of those years. For information related to those payments, as well as a payment in 2021 to another then affiliated leasing representative, see “INTERESTS OF MANAGEMENT IN CERTAIN TRANSACTIONS – Real Estate Commissions.”

Depending upon the terms of a particular management agreement, in addition to the management fees indicated in the following table and leasing fees referred to above, we may be required to pay additional amounts to a property manager. Such payments may be in reimbursement for wages paid to onsite staff (including maintenance and custodial staff) as well as payment of “project management fees” for supervision of the making of improvements to a property they manage for us as well as managing the making of improvements required by a commercial tenant as part of their entering into a long-term lease. Such project management fees typically range from 3% to 5% of the project costs, which are typically paid for by us.

AFFILIATES OF THE TRUST PARTICIPATING IN SERVICE PROVIDERS

George Gaukler a shareholder of the Trust, a limited partner of the UPREIT, and was a member of the Trust’s Board of Trustees until he resigned in June 2023, is an owner of:

Jim Knutson is a shareholder of the Trust, a limited partner of the UPREIT, a member of the Board of Trustees and the current Secretary of the Trust. He was an owner of Valley Realty, Inc. and Valley Rental Service, Inc. prior to his sale of his interests in those entities. Mr. Knutson was an owner of the Advisor but in January 2024, he completed the sale of his interests in the Advisor in installments to Matthew Pedersen and James Haley.

Kevin Christianson is a shareholder of the Trust and a member of the Trust’s Board of Trustees. Mr. Christianson is a member of Property Resources Group, LLC, a commercial property management company which has managed properties for the UPREIT.

Craig Lloyd is a shareholder of the Trust, a limited partner of the UPREIT and a member of the Trust’s Board of Trustees. Mr. Lloyd is a shareholder or member of entities which are part of the Lloyd Companies which have managed properties for the UPREIT and marketed leasing of commercial space owned by the UPREIT.

Matthew Pedersen is a shareholder of the Trust, a limited partner of the UPREIT, a member of the Trust’s Board of Trustees and the current President of the Trust. Mr. Pedersen is an owner of the Advisor. Mr. Pedersen is an owner of an accounting firm that has provided limited accounting services to the Trust or the UPREIT from time to time.

James Haley is a shareholder of the Trust and the current Treasurer of the Trust. Mr. Haley is an owner and the Chief Financial Officer of the Advisor.

Danel Jung is a shareholder of the Trust and the current Executive Vice President of the Trust. Ms. Jung is Chief Operating Officer of the Advisor and holds a profits interest in the Advisor.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with the financial statements and the notes thereto included elsewhere in this Offering Circular. This discussion contains forward-looking statements that are based on management’s current expectations, estimates, and projections about our business and operations. The cautionary statements made in the Offering Circular should be read as applying to all related forward-looking statements whenever they appear in this Offering Circular. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those we discuss under “RISK FACTORS” and elsewhere in this Offering Circular. You should read “RISK FACTORS” and “Cautionary Note Regarding Forward Looking Statements.”

GENERAL OVERVIEW

The Trust is organized under the laws of the state of North Dakota. We are the general partner of and owned approximately 58% of the UPREIT as of December 31, 2023 and 2022 and 57% as of December 31, 2021. The UPREIT is the sole member of seven limited liability companies (the “LLC’s”) established to hold interests in various real estate properties in accordance with requirements of the mortgage lenders which financed our investment in such properties. We also hold limited partnership interests ranging from 34% to 50% interests in five limited partnerships. Below is an outline of our structure and the ownership interests as of June 30, 2024:

We seek to operate as a real estate investment trust (a “REIT”) in compliance with the conditions set out in Section 856 of the Internal Revenue Code. Specifically, we seek to operate as an “Umbrella Partnership Real Estate Investment Trust,” which is a REIT that holds substantially all of its investments through a limited partnership entity for which the REIT is the general partner.

The financial statements included in this Offering Circular are consolidated financial statements which include the financial statements of the Trust as well as those of the UPREIT and its wholly owned LLC’s. All significant intercompany transactions and balances have been eliminated in consolidation. For example, if funds were due the Trust by the UPREIT, the balance sheets of each would reflect the amount as a payable by or receivable due the entity, but by consolidation of the financial statements, the amounts effectively cancel out the intercompany debt.

We currently operate residential and commercial properties located in Iowa, Minnesota, Nebraska, North Dakota, and South Dakota. As of the end of June 2024, our residential property consisted of 4,217 apartment units and 154 townhomes and approximately 2,609,297 square feet of commercial real estate.

The table below identifies by state the number of residential properties and the aggregate number of residential units in such properties as well as the number of commercial properties and the aggregate number of square feet of such properties we held at of the end of 2023, 2022 and 2021. Beneath the table are explanations of some of the changes in numbers of residential units or square footage of commercial space with no change in the number of properties.

For Iowa, a fire in 2021 damaged a 24-unit building in a four-building apartment complex that was replaced in 2022 by a

36-unit building. For Nebraska, in 2023, we removed a 5,493 SF building from a shopping center property. For North Dakota, in 2022, we both acquired and disposed of a commercial property resulting in a net increase as the acquired property was larger than the disposed of property. For South Dakota, we acquired additional apartment units in a single apartment complex in both 2022 and 2023. As a result, the numbers of residential units and the square footage of commercial space may have changed with no change in the number of properties held from one year to the next.

RECENT DEVELOPMENTS

In March 2024, we acquired a 142-unit multi-family property located in Des Moines, Iowa that also includes 3,000 square feet of mixed-use commercial space suitable for office, retail or restaurant usage. The apartment complex, built in 2018, was acquired for approximately $29,000,000 and is subject to long term fixed rate interest of 2.94% (through 2058) and tax abatement incentives (expiring in 2028).

As of June 30, 2024, we paid distributions of $0.24 per share to shareholders of the Trust and a like amount per limited partnership units to the limited partners of the UPREIT. Participants in the reinvestment plans of the Trust and the UPREIT received shares or units, as applicable, in lieu of the payment of distributions.

LIQUIDITY AND CAPITAL RESOURCES

Our Available Cash. As of June 30, 2024, we had approximately $4,742,700 in cash (compared to approximately $4,840,300 and $10,354,100, as of the close of 2023 and 2022, respectively), and approximately $13,133,600 of restricted funds (compared to approximately $13,081,100 and $13,746,500 as of the close of 2023 and 2022, respectively). The restricted funds are from replacement cost reserves maintained in accordance with arrangements with mortgage lenders, tenant security deposits, escrows for real estate taxes and insurance and reserves for tenant lease hold improvements for two commercial properties (the Azool Center and Westgate Plaza). The approximate balances for such items are set forth in the table below as of June 30, 2024 and December 31, 2023 and 2022:

Our Available Funds Under Lines of Credit. As of June 30, 2024, we had available to us $5,000,000 under three unsecured lines of credit (of which $3,500,000 had been advanced). We had the same $5,000,000 available to us at the end of each of 2023 and 2022 with no amounts drawn on those unsecured lines of credit. We also had available $20,800,000 in lines of credit secured by mortgages upon certain of our properties (of which $9,550,000 had been advanced). At the end of each of 2023 and 2022, the availability under our secured lines of credit was $19,500,000 of which only $500,000 was advanced at the end of 2023 and none at the end of 2022.

Our Mortgage Indebtedness. The Trust uses leverage in the acquisition and holding of its properties by borrowing funds and securing the repayment of borrowed funds with mortgages upon its properties. This includes use of refinancing to “pull equity” from existing properties as well as revolving credit facilities. The list of properties under “DESCRIPTION OF PROPERITES” and Notes 11 to our audited and unaudited financial statements, included herein, includes information regarding such mortgage indebtedness. In general, as of June 30, 2024, we had approximately $467,167,300 owed under approximately 80 loans secured by mortgages with various maturity dates. This compares to approximately $455,807,284 and $477,000,572 owed , respectively, at the ends of 2023 and 2022. This is in addition to the borrowings under lines of credit summarized in the immediately preceding paragraph.

Current Maturities of Mortgage Indebtedness. As of June 30, 2024, we have four loans scheduled to come due in the last six months of 2024 with approximately $15,746,700 of principal . In 2025, we have ten loans involving approximately $28,045700 projected to be due at their maturities. In 2026, we have twelve loans with approximately $76,508,100 projected to be due at their maturities

Distributions and Our Reinvestment Plans. The Trust, with respect to its outstanding shares, and as general partner of the UPREIT, with respect to the limited partners of the UPREIT, seeks to pay distributions on a quarterly basis. Each of the Trust and the UPREIT maintain a Distribution Reinvestment Plan that permits shareholders or limited partners to direct that the full amount of their distributions be reinvested into shares or limited partnership units, as applicable. In each instance, the number of shares or limited partnership units issued is based on 95% of the selling price for the shares most recently offered or contemplated to be offered by the Trust (exclusive of subscription fees that may be payable with respect to certain classes of Shares) rounded up to the next full cent.

See “SECURITIES BEING OFFERED – Distributions” for information related to the distributions declared for payment to shareholders as well as the elections by shareholders to receive additional shares in lieu of cash payment of distribution. Participation by limited partners in the UPREIT’s distribution reinvestment plan has not been as extensive as is the participation by shareholders in the Trust’s plan. Of the distributions declared for payment in 2023 to limited partners, approximately 31.1% were reinvested into additional Units. This compares to approximately 58.6% of the distributions declared for payment to shareholders in 2023 being reinvested to acquire Shares.

We anticipate participation by our shareholders and UPREIT limited partners in the distribution reinvestment plans will continue, but if more shareholders elect to take distributions in cash and fewer UPREIT limited partners invest distributions into limited partnership units, our liquidity could be adversely affected.

RESULTS OF OPERATIONS

The following table summarizes certain information related to our operations for the periods indicated:

Recent Increases in Rental Revenue. The total rental revenue for the first half of 2024 of $23,670,939 represented an approximately 4.8% increase over the total revenue for the first half of 2023, which was approximately 51.9% of the total revenue received for all of 2023. Such $91,906,796 was an approximately 10.2% increase over the total revenue for 2022. Such $83,432,141of total revenue in 2022 represented an approximately 16.2% increase over our rental revenue for 2021.

Sources of Rental Revenue. Our residential rental revenue for each of the first six months of 2024 and the 2023, 2022 and 2021 calendar years were approximately 56.77%, 55.23%, 55.98% and 56.43%, respectively of the total of residential and commercial rental revenue for those periods.

Our Interest Expense. Interest paid on our mortgage indebtedness is our single largest expense. We paid interest of $10,395,560 in the first half of 2024 compared to $9,867,791 in the same period of 2023, an approximately 5.3% increase. For the calendar years 2023, 2022 and 2021, respectively, we paid $19,670,374, $18,740,518 and $17,534,524. The weighted average rate of interest we were paying at the end of each of 2023, 2022 and 2021 were approximately 4.11%, 4.05% and 3.96%, respectively. These averages indicate increases in our costs of borrowing. While we seek to stager the maturity dates of our mortgage indebtedness to reduce the significance of sudden increases in the interest rates we might be required to pay under refinanced mortgages debt, we do have significant mortgage indebtedness coming due in the next several years and anticipate, as a result, an increasing cost of debt capital we use to fund our operations.

Our Real Estate Tax Expense. Real estate taxes we pay for our properties is also a significant operating expense. We paid real estate taxes of $5,558,452 in the first half of 2024, an approximately 2.3% increase of the amount paid in the similar period in 2023. Over the last two calendar years, however, our real estate taxes increased by approximately 9.55% in 2023 over that paid in 2022, which had increased approximately 9.6% over that paid in 2021.

Our Utility Expense. Since most of our properties are located in the upper Midwest region, weather can have a significant effect on the operating expenses for our properties. Hotter summers may increase use of electricity for cooling and colder winters may increase use of utilities to heat as well as amounts and frequency of snowfall may result in larger snow removal expenses. For the first half of 2024, our total utility expenses were $3,607,582, an approximately 0.5% reduction over the $3,626,465 paid in the first half of 2023. For all of 2023, our utility expenses were $6,799,882 representing only an approximately 1.24% increase over the $6,716,179 utility expenses paid in 2022. In contrast the 2022 utility expenses were approximately 19.6% above those incurred in 2021.

Impact of Acquisitions and Dispositions on Expenses. With respect to our interest, real estate taxes and utility expenditures from year to year, it is important to recognize the increase in the number of properties held from year to year. Each new property we acquire brings with the property its own mortgage indebtedness and operating expenses.

Non-Rental Revenue. Revenue from our rental operations provides most of our income. We may also obtain material income (or loss) from sale of properties, involuntary conversions affecting a property, our investment in a non-controlling interest in an entity holding real estate interests, and interest paid to us (primarily from loans we make with respect to real estate we may acquire). Such matters are addressed below.

Sales of Properties. In each of the prior three calendar years, we recognized a gain (or loss) from the sale of properties. No such gain (or loss) was recognized in the first six months of 2024. Note 16 to our audited financial statements identifies the properties disposed of in the preceding three years. From the five sales in 2021, we realized an aggregate gain of $511,413. From two sales in 2022, we realized an aggregate (loss) of $1,220,003. From the two sales in 2023 we realized an aggregate (loss) of $1,099,389. In addition, from the sale of those two properties, we recognized a (loss) of $949,291 as a result of prepaid leasing fees and rent which were, prior to the sales, being amortized.

Involuntary Conversions. In each of the prior three calendar years, we recognized a gain from the involuntary conversion of a property. No such gain was recognized in the first six months of 2024. In the event of a casualty, the insurance payments in excess of the depreciated value of the property can result in our realizing gain from an involuntary conversion of property. In addition, we may recognize a gain in the event of a temporary or permanent “taking” by a governmental agency of all or a portion of one of our properties. In 2021, a fire destroyed one of four 24-unit buildings at our Copper Creek apartment complex located in Council Bluffs, Iowa. In 2022, we had damage to the roof of our Donegal Centre and Apartments in Sioux Falls. In 2023, we had hail damage to two of our apartment properties located in Bismarck. As a result of these casualties, we received insurance proceeds we applied to repair the damage and recognized income. In 2021 we recognized $2,805,147 of gain related to Copper Creek. In 2022, we recognized $2,049,726 of gain with respect to the Copper Creek and the Donegal properties. In 2023 we received additional insurance benefits from the 2021 and 2022 damage and what we anticipate to be full and final payments with respect to the Bismarck properties resulting in income recognition of $1,501,507.

Non-Controlling Investments in Real Estate Holdings. As addressed in Note 7 to our audited and unaudited financial statements included in this Offering Circular, we hold non-controlling interests in five limited liability limited partnerships which own apartment complexes located in the Williston, North Dakota market. With respect to the five entities we hold non-controlling interests in, our risk of loss if the entities continue to experience negative operations is limited to the $6.275 million we originally invested in the entities in the aggregate. As of December 31, 2023, we had recognized a loss of our original investments in Bakken Heights V, LLLP, Bakken Heights VIII and X, LLLP and in Williston Real Estate Partners, LLLP. As of December 31, 2023, our interests in Dakota Roseland Apartments I, LLLP and Dakota Roseland Apartments IX-XII had been reduced to values of $401,986 and $1,022,790. In 2023, we recognized a ($118,040) loss from our investment in such investments. This compares to losses of ($397,636) in 2022 and ($875,490) in 2021. No further adjustments were made to the value of our interests in these investments and no additional loss was recognized in the first half of 2024. Our practice is to make adjustments income (loss) recognition at the close of each calendar year.

Interest Income. As addressed in Note 2’s and Note 12’s Related Party Notes Receivable in our audited and unaudited financial statements, we have made loans to affiliates of our management to assist in the financing of their develop properties. Generally, such loans are made with our being granted a right to acquire the property being developed, which may involve the conversion of our loan into equity ownership. As of the close of 2023 and 2022, the outstanding balances owed on such loans were, respectively, $13,825,000 and $12,580,000 with $1,341,682 and $623,187 of interest accrued and owing at those dates. As of June 30, 2024, $13,825,000 remained due with interest of $1,732,962 had accrued and remained due.

INTEREST RATE HEDGING ACTIVITIES.

As addressed in Note 2’s Interest Rate Contracts and Hedging Transactions and Note 3 in our audited and unaudited financial statements, we seek to manage interest rate risks of significant unanticipated fluctuations in our variable interest rate borrowings through the establishment of “interest rate swap contracts.” As of each of June 30, 2024 and December 31, 2023 and 2022 we had nine of such contracts in effect . As addressed in Note 4 in our audited and unaudited financial statements, our financial statements reflect our valuation of such contracts on a “cost approach” resulting in a valuation of such contracts as of those three dates, respectively as $8,830,689; $7,863,771; and $9,756,632.

As of June 30, 2024 and December 31, 2023 and 2022, we recognized income (or loss) for the change in fair value of interest rate swaps of $966,918; $(1,892,861); and $10,162,527 respectively. Such income is derived from the changes in the fair value of the interest rate swap contracts. Interest rate swap contracts can be traded in certain financial markets and the fair value of those contracts are established quarterly for financial reporting purposes thus creating an unrecognized gain or a loss. If the interest rate swap contracts are held to maturity there would be no gain or loss recognized on the contract. It has been our practice to hold all interest rate swap contracts to maturity.

CAPITAL EXPENDITURES

Our largest capital expenditure is in the acquisition of properties. Please see “DESCRIPTIONS OF PROPERTIES” in this Offering Circular for information regarding our properties and when they were acquired.

The acquisitions involved use of cash, proceeds from mortgage financing and issuance to the prior owner of the property of limited partnership units in the UPREIT. The sources for the funding in the first three months of 2024 and each of the last three calendar years are described in the table below (with the dollar and Unit amounts expressed in approximate amounts):

In addition to investing in new properties, we invest funds in the improvement and maintenance of our existing properties and pay assessments imposed upon our properties by local governments for funding of the cost of improvement of infrastructure (such as roads, street lighting and storm and sanitation sewers). The following table identifies capital expenditures for various improvements made and special assessments paid in 2022 and 2021: