AN OFFERING CIRCULAR PURSUANT TO THE REQUIREMENTS OF REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC” OR THE “COMMISSION”). INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING INVESTORS A NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

Offering Circular Date: 09/29/2025

OFFERING CIRCULAR

for

Forte Investment Fund, LLC

a Delaware limited liability company

Sponsored by Forte Partners Global Inc.

Best Efforts Offering of Series

Membership Interests

Forte Investment Fund, LLC is a Delaware series limited liability company, and together with all of its series (collectively, “Forte”), is offering (the “Offering”) by means of this offering circular (the “Offering Circular”), limited liability company membership interests (“Membership Interests”) in a series on a “best-efforts” and ongoing basis to prospective investors (“Investors”) who meet the Investor Suitability standards as set forth herein. (See “Investor Suitability” below). All of Forte’s Series being offered may collectively be referred to in this Offering Circular as the (“Series”) and each, individually, as a (“Series”). The collective Membership Interests of all Series may be referred to in this Offering Circular as (the “Membership Interests”) and for each Series, individually, as (“Membership Interest”) and the offerings of Membership Interests may collectively be referred to in this Offering Circular as the (“Offering”) and individually, as a (“Series Offering”) for each particular Series.

For purposes of clarity, this Offering Circular is intended to act as a Master Offering Circular for each Series. Defined terms set forth above are intended to describe the Offering in the aggregate but also intended to describe the Offering as it pertains to each Series.

Forte is organized as a series limited liability company and intends to conduct a Series Offering of Membership Interests to acquire, manage, value-add, develop, construct, lease, and/or sell real properties located throughout the United States with primary focus in New Jersey and Maryland (each, a “Property,” and collectively, “Properties”). Each Series will be established for the purpose of owning a single Property, and generally intends to acquire the Series Property prior to the commencement or closing of that Series Offering. Additionally, each Series will have a separate closing, its own profit and loss allocation, and its own fees and expenses. The offer and sale of Membership Interests for each series shall be made pursuant to a post-qualification amendment.

Forte will be managed by Forte Partners Global Inc., a Massachusetts corporation (“Manager”). The Manager shall generally be responsible for the marketing and management of each Series, and the identification, evaluation, and acquisition of each Series Property. The Manager and/or its Affiliates will receive compensation for management services, as further described below. (See “Manager’s Compensation” below). The Manager reserves the right to waive, assign, and/or defer any fees or reimbursements due to the Manger, in its sole discretion.

Investors who execute a subscription agreement (“Subscription Agreement”) to invest in a Series will become a Member of that Series (“Member”) once the Manager deposits the Investor’s investment into the Series’ operating account and subject to terms and conditions in the Offering Circular and Subscription Agreement. An investment in a Series is subject to restrictions on withdrawal (See “Summary of the Offering – Withdrawals/Redemption” below). The Manager will receive compensation and income from the Series and is subject to certain conflicts of interest. (See “Risk Factors,” “Manager’s Compensation” and “Conflicts of Interest” below). There are material income tax risks associated with investing in Forte that Investors should consider. (See “Income Tax Considerations” below).

We are offering shares limited liability company Membership Interests (the “Investor Shares”) to the public. The minimum investment amount of the Shares varies depending on each Series. We expect to offer Investor Shares in this Offering until we raise the maximum amount being offered, unless terminated by our Manager at an earlier time.

The Offering will commence immediately upon qualification of the Offering by the Securities and Exchange Commission (the “Effective Date”.) Forte intends to offer the Membership Interests described herein on a continuous and ongoing basis pursuant to Rule 251(d)(3)(i)(f).

Forte is offering Investor Shares in a designated series on a “best efforts” and ongoing basis to investors, with a maximum aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000), priced at One Thousand Dollars ($1,000) per share. The offering will commence as soon as practicable following the qualification of this Offering and end upon the earlier of (1) sale of the maximum offering amount in Investor Shares; (2) or is terminated by the Manager, in its sole and absolute discretion. Additionally, each Series will have its own closing (See “Summary of Offering” below).

The funds received in exchange for Investor Shares, shall be held in an account maintained by a regulated financial institution. All funds received by the financial institution shall be held only in a non-interest-bearing bank account. Upon closing under the terms as set out in this Offering Circular, funds will be immediately transferred to the Forte where they will be available for use in the operations of the Forte’s business in a manner consistent with the “Use of Proceeds” in this Offering Circular.

Forte is currently not registered as an investment company and intends to avoid becoming subject to the Investment Company Act of 1940. Accordingly, the Members shall not receive the protections that they would otherwise receive if Forte was registered as an investment company. (See “Risk Factors – Investment Risks” below).

The Offering price is arbitrary and does not bear any relationship to the value of the assets of Forte. Forte does not currently have plans to list any Membership Interests on any securities market. Investing in the Membership Interests involves risk, some of which are set forth below. (See “Risk Factors – Investment Risks” below).

Generally, no sale may be made in this Offering if the aggregate purchase price paid is more than Ten Percent (10%) of the greater of the Investor’s annual income or net worth based upon the representation as set forth in the Subscription Agreement. Different rules apply to Accredited Investors (as defined below) and non-natural persons. Before making any representation that the investment does not exceed applicable thresholds, Investors are encouraged to review rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, Investors are encouraged to refer to www.investor.gov.

 The Manager will receive compensation and income from Forte and is subject to certain conflicts of interest. (See “Risk Factors”, “Manager’s Compensation” and “Conflicts of Interest” below). Investing in the Membership Interests is speculative and involves substantial risks. Investors should purchase these securities only if they can afford a complete loss of their investment. (See “Risk Factors” below). There are material income tax risks associated with investing in Forte that Investors should consider. (See “Income Tax Considerations” below).

As of the date of this Offering Circular, Forte has not engaged a transfer agent, and does not intend to engage a transfer agent until such time as Forte is required to do so in order to satisfy the conditional exemption contained in Rule 12g5-1(a)(7) of the Securities Exchange Act of 1934, as applicable, or the Exchange Act.

The Offering is being conducted on a “best-efforts” basis, which means the principals and officers of Forte will use commercially reasonable best efforts in an attempt to sell the Membership Interests. Such officers will not receive any commission or any other remuneration for these sales.

THE SEC 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 ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THIS INVESTMENT INVOLVES A

DEGREE OF RISK THAT MAY NOT BE SUITABLE FOR ALL PERSONS. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF A SIGNIFICANT PORTION OF THEIR INVESTMENT SHOULD PARTICIPATE IN THE INVESTMENT. (SEE “RISK FACTORS” BELOW).

THE SECURITIES OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE REGULATORY AUTHORITY NOR HAS ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION. THIS OFFERING CIRCULAR CONTAINS INFORMATION AND DISCLOSURES IN ACCORDANCE TO THE FORMAT SET FORTH IN SEC FORM S-11.

GENERALLY, NO SALE MAY BE MADE TO INVESTORS IF THE AGGREGATE PURCHASE PRICE BY INVESTORS EXCEEDS SEVENTY-FIVE MILLION DOLLARS ($75,000,000) ANNUALLY, PURSUANT TO THE TERMS OF RULE 251 OF REGULATION A TIER II SET FORTH UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”).

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THAT INFORMATION AND THOSE REPRESENTATIONS SPECIFICALLY CONTAINED IN THIS OFFERING CIRCULAR; ANY OTHER INFORMATION OR REPRESENTATIONS SHOULD NOT BE RELIED UPON. ANY PROSPECTIVE PURCHASER OF THE SECURITIES WHO RECEIVES ANY OTHER INFORMATION OR REPRESENTATIONS SHOULD CONTACT THE SERIES IMMEDIATELY TO DETERMINE THE ACCURACY OF SUCH INFORMATION AND REPRESENTATIONS. NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY SALES HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE SERIES OR IN THE INFORMATION SET FORTH HEREIN SINCE THE DATE OF THIS OFFERING CIRCULAR SET FORTH ABOVE.

PROSPECTIVE PURCHASERS SHOULD NOT REGARD THE CONTENTS OF THIS OFFERING CIRCULAR OR ANY OTHER COMMUNICATION FROM THE SERIES AS A SUBSTITUTE FOR CAREFUL AND INDEPENDENT TAX AND FINANCIAL PLANNING. EACH POTENTIAL INVESTOR IS ENCOURAGED TO CONSULT WITH ITS OWN INDEPENDENT LEGAL COUNSEL, ACCOUNTANT AND OTHER PROFESSIONALS WITH RESPECT TO THE LEGAL AND TAX ASPECTS OF THIS INVESTMENT AND WITH SPECIFIC REFERENCE TO ITS OWN TAX SITUATION, PRIOR TO SUBSCRIBING FOR THE MEMBERSHIP INTERESTS. THE PURCHASE OF MEMBERSHIP INTERESTS BY AN INDIVIDUAL RETIREMENT ACCOUNT (“IRA”), KEOGH PLAN OR OTHER QUALIFIED RETIREMENT PLAN INVOLVES SPECIAL TAX RISKS AND OTHER CONSIDERATIONS THAT SHOULD BE CAREFULLY CONSIDERED. INCOME EARNED BY QUALIFIED PLANS AS A RESULT OF AN INVESTMENT IN THE SERIES MAY BE SUBJECT TO FEDERAL INCOME TAXES, EVEN THOUGH SUCH PLANS ARE OTHERWISE TAX EXEMPT. (SEE “INCOME TAX CONSIDERATIONS” AND “ERISA CONSIDERATIONS.”)

THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR HAS BEEN SUPPLIED BY THE SERIES. THIS OFFERING CIRCULAR CONTAINS SUMMARIES OF DOCUMENTS NOT CONTAINED IN THIS OFFERING CIRCULAR, BUT ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCES TO THE ACTUAL DOCUMENTS. COPIES OF DOCUMENTS REFERRED TO IN THIS

OFFERING CIRCULAR, BUT NOT INCLUDED AS AN EXHIBIT, WILL BE MADE AVAILABLE TO QUALIFIED INVESTORS UPON REQUEST.

RULE 251(D)(3)(I)(F) DISCLOSURE. RULE 251(D)(3)(I)((F) PERMITS REGULATION A OFFERINGS TO CONDUCT ONGOING CONTINUOUS OFFERINGS OF SECURITIES FOR MORE THAN THIRTY (30) DAYS AFTER THE QUALIFICATION DATE IF: (1) THE OFFERING WILL COMMENCE WITHIN TWO (2) DAYS AFTER THE QUALIFICATION DATE; (2) THE OFFERING WILL BE MADE ON A CONTINUOUS AND ONGOING BASIS FOR A PERIOD THAT MAY BE IN EXCESS OF THIRTY (30) DAYS OF THE INITIAL QUALIFICATION DATE; (3) THE OFFERING WILL BE IN AN AMOUNT THAT, AT THE TIME THE OFFERING CIRCULAR IS QUALIFIED, IS REASONABLY EXPECTED TO BE OFFERED AND SOLD WITHIN TWO (2) YEARS FROM THE INITIAL QUALIFICATION DATE; AND (4) THE SECURITIES MAY BE OFFERED AND SOLD ONLY IF NOT MORE THAN THREE (3) YEARS HAVE ELAPSED SINCE THE INITIAL QUALIFICATION DATE OF THE OFFERING, UNLESS A NEW OFFERING CIRCULAR IS SUBMITTED AND FILED BY THE SERIES PURSUANT TO RULE 251(D)(3)(I)((F) WITH THE SEC COVERING THE REMAINING SECURITIES OFFERED UNDER THE PREVIOUS OFFERING; THEN THE SECURITIES MAY CONTINUE TO BE OFFERED AND SOLD UNTIL THE EARLIER OF THE QUALIFICATION DATE OF THE NEW OFFERING CIRCULAR OR THE ONE HUNDRED EIGHTY (180) CALENDAR DAYS AFTER THE THIRD ANNIVERSARY OF THE INITIAL QUALIFICATION DATE OF THE PRIOR OFFERING CIRCULAR.

THE SERIES INTENDS TO OFFER THE MEMBERSHIP INTERESTS DESCRIBED HEREIN ON A CONTINUOUS AND ONGOING BASIS PURSUANT TO RULE 251(D)(3)(I)(F). PURSUANT TO RULE 251(D)(3)(I)(F), THE SERIES INTENDS TO COMMENCE THE OFFERING IMMEDIATELY AND NO LATER THAN TWO (2) DAYS FROM THE INITIAL QUALIFICATION DATE. THE SERIES REASONABLY EXPECTS TO OFFER AND SELL THE SECURITIES STATED IN THIS OFFERING CIRCULAR WITHIN TWO (2) YEARS FROM THE INITIAL QUALIFICATION DATE.

ANY REMAINING SECURITIES THAT ARE NOT SOLD IN THIS OFFERING SHALL BE INCORPORATED INTO A FUTURE OFFERING CIRCULAR AFTER TWO (2) YEARS FROM THE INITIAL QUALIFICATION DATE TO “INCLUDE AS PART OF SUCH NEW OFFERING CIRCULAR ANY UNSOLD SECURITIES COVERED BY THE EARLIER OFFERING CIRCULAR BY IDENTIFYING ON THE COVER PAGE OF THE NEW OFFERING CIRCULAR OF THE LATEST AMENDMENT, THE AMOUNT OF SUCH UNSOLD SECURITIES BEING INCLUDED.”

FOR RESIDENTS OF ALL STATES. THE PRESENCE OF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN ANY PARTICULAR STATE. THIS OFFERING CIRCULAR MAY BE SUPPLEMENTED BY ADDITIONAL STATE LEGENDS. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS OR SALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE ADVISED TO CONTACT THE SERIES FOR A CURRENT LIST OF STATES IN WHICH OFFERS OR SALES MAY BE LAWFULLY MADE. AN INVESTMENT IN THIS OFFERING IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF FINANCIAL RISK. ACCORDINGLY, INVESTORS SHOULD CONSIDER ALL OF THE RISK FACTORS DESCRIBED BELOW.

UNITED STATES TERRITORIES AND POSSESSIONS. THESE SECURITIES ARE NOT AUTHORIZED FOR OFFERING OR SALE IN ANY TERRITORY OR POSSESSION OF THE UNITED STATES IN LIEU OF APPLICABLE SECURITIES LAWS TO THE CONTRARY. SECURITIES AND/OR CAPITAL GUARDIANSHIPS ARE NOT AUTHORIZED FOR SALE IN SUCH TERRITORIES OR POSSESSIONS.

CERTAIN TERMS OF THE OFFERING

Any commission and/or fees payable to Dalmore will be paid by Forte and are considered an expense to Forte. Notwithstanding the foregoing, the Manager and Forte’s and Manager’s respective officers and employees may offer and sell directly to the Investors. No commissions for selling Membership Interests will be paid to Forte, the Manager of Forte’s or Manager’s respective officers or employees.

TABLE OF CONTENTS

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

The Membership Interests are being offered and sold only to (“Qualified Purchasers”) (as defined in Regulation A under the Act). As a Tier 2 Offering pursuant to Regulation A under the Act, this Offering is exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that the Membership Interests offered hereby are offered and sold only to Qualified Purchasers or at a time when the Membership Interests are listed on a national securities exchange, if at all.

Qualified Purchasers include: (i) (“Accredited Investors”) under Rule 501(a) of Regulation D; and (ii) all other non-accredited Investors so long as their investment in the Membership Interests does not represent more than Ten Percent (10%) of the greater of the Investor’s, alone or together with a spouse, annual income or net worth (excluding the value of the Investor’s primary residence and any loans secured by the residence (up to the value of the residence)), or Ten Percent (10% ) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

The Membership Interests are offered hereby and sold to Investors that fall within both categories of Qualified Purchasers (i.e., Accredited Investors and non-accredited Investors whose investment in the Membership Interests does not represent more than Ten Percent (10%) of the applicable amount). Accordingly, Forte reserves the right to reject any Investor’s subscription in whole or in part for any reason, including if Forte determines in its sole and absolute discretion that such Investor is not a Qualified Purchaser for purposes of Regulation A.

For purposes of determining whether a potential Investor is a Qualified purchaser (who is not an Accredited Investor), annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an Investor’s home, home furnishings and automobiles.

FORWARD LOOKING STATEMENTS

Investors should not rely on forward-looking statements because they are inherently uncertain. Investors should not rely on forward-looking statements in this Offering Circular. This Offering Circular contains forward-looking statements that involve risks and uncertainties. We use words such as “anticipated,” “projected”, “forecasted”, “estimated”, “prospective”, “believes,” “expects,” “plans” “future” “intends,”, “should,” “can”, “could”, “might”, “potential,” “continue,” “may,” “will,” and similar expressions to identify these forward-looking statements. Investors should not place undue reliance on these forward- looking statements, which may apply only as of the date of this Offering Circular.

SUMMARY OF THE OFFERING

The following information is only a brief summary of, and is qualified in its entirety by, the detailed information appearing elsewhere in this Offering Circular. This Offering Circular, together with the exhibits attached including, but not limited to, the Limited Liability Company Operating Agreement of Forte (the “Operating Agreement”), a copy of which is attached hereto as Exhibit B, should be carefully read in its entirety before any investment decision is made. If there is a conflict between the terms contained in this Offering Circular and the Operating Agreement, the Operating Agreement shall prevail and control, and no Investor should rely on any reference herein to the Certificate of Formation or Operating Agreement without consulting the actual underlying documents.

Forte is offering Investor Shares in a designated series on a “best efforts” and ongoing basis to investors, with a maximum aggregate principal amount of One Million Five Hundred Thousand Dollars ($1,500,000).00, priced at One Thousand Dollars ($1,000) per share. The offering will commence as soon as practicable following the qualification of this Offering and end upon the earlier of (1) sale of the maximum offering amount in Investor Shares; (2) or is terminated by the Manager, in its sole and absolute discretion. Additionally, each Series will have its own closing (See “Summary of Offering” below).

SUMMARY OF FINANCIAL INFORMATION

The statements of operations data set forth below with respect to the period from June 30, 2024 are derived from, and are qualified by reference to, the audited financial statements included in this Offering Circular and should be read in conjunction with those financial statements and notes thereto. Forte is initially operating at a loss and would be subject to certain risk factors as noted below. (See “Risk Factors” below).

PLAN OF DISTRIBUTION

Forte will not utilize an underwriter for the sale of the Membership Interests. The Offering is being conducted on a “best-efforts” basis, which means the principals and officers of Forte will use commercially reasonable best efforts in an attempt to sell the Membership Interests. Such officers will not receive any commission or any other remuneration for these sales.

Forte has retained the services of Dalmore as a third-party independent broker to act as the broker in the sale of the Membership Interests. Dalmore is a broker firm registered with the FINRA. Forte will pay Dalmore One Percent (1%) of the aggregate amount raised by Forte’s platform. Forte will also pay Dalmore Twenty Thousand Dollars ($20,000) consulting fee, Five Thousand Dollars ($5,000) due diligence fee and the One Thousand Dollars ($1,000) regulatory filing fee.

Any commission and/or fees payable to Dalmore will be paid by Forte and are considered an expense to Forte. Notwithstanding the foregoing, Forte, the Manager and Forte’s and Manager’s respective officers and employees may offer and sell directly to the investors. No commissions for selling Membership Interests will be paid to Forte, the Manager or Forte’s or Manager’s respective officers or employees.

THE SERIES BEING OFFERED

The table below provides important details about the offering for each series.

Forte Series 49-51 Graham Ave

Summary Overview

The formation of the 49-51 Graham Ave Series aims to provide investors with the opportunity to acquire an interest in the property located at 49-51 Graham Ave. This property is being acquired for Four Hundred Fifty Thousand Dollars ($450,000) and has a current appraised value of approximately Four Hundred Fifty Thousand Dollars ($450,000). Upon acquisition of the property located at 49-51 Graham Avenue, Forte will commence demolition of the existing structure and construct a new building consisting of Seven (7) residential studio units on the lot. Construction is expected to require approximately Twenty-One (21) months to complete. Upon completion, each unit is projected to generate rental income of approximately Two Thousand Dollars ($2,000) per month. Upon the closing of this Offering, the property will be transferred to the Series. Investors will gain a stake in this income-generating asset, with current rental income exceeding Three Thousand Dollars ($3,000) per month, and a future potential of Five Thousand Eight Hundred Dollars ($5,800) per month at market rates.

For further details on the projected expenses and how proceeds from the offering will be utilized, please refer to the “Use of Proceeds” section below.

Property Summary

49-51 Graham Ave is located in the heart of Paterson, New Jersey. The plan is demolish the current structure to construct a new building consisting of Seven (7) residential studio units on the lot.

Property Name

49-51 Graham Ave.

Address

49-51 Graham Ave, Paterson, NJ 07524.

Year Built

49-51 Graham Ave was originally constructed in the 1930.

Bedrooms

 Studio apartment with living, dining, and sleeping areas combined.

Baths

One (1) per unit

Square Footage

2,178

Development Timeline

Property History

The current building located at 49-51 Graham Ave  was built in 1930. 49-51 Graham Ave was last sold for Five Hundred Fifteen Thousand Dollars ($515,000) in January of 2024.

The city of Paterson, New Jersey, is emerging as a dynamic growth market with a rich history, diversity, and active revitalization efforts. Its affordability and strong rental demand have attracted investors, while significant returns and appreciation potential make it an appealing destination. The city is investing in tourism development, showcasing attractions such as the Great Falls and promoting cultural landmarks. Paterson's growing population and housing demand, driven by an influx of tenants, highlight the city's need for improved housing solutions, positioning it as a key market for future investment.

Property Components & Capital Expenditures

The total construction cost for 49-51 Graham Avenue is estimated at Six Hundred Ninety-One Thousand Five Hundred Dollars ($691,500). The total soft cost, such as the purchase price, architect and engineer fees, attorney fees, city fees, surveyor fees, inspections, permit costs, and insurance are estimated at Five Hundred Forty-Eight Thousand Four Hundred Dollars ($548,400). Accordingly, the total development cost to demolish the existing structure and construct Seven (7) residential studio units is projected to be approximately One Million Two Hundred Thirty-Nine Thousand Nine Hundred Dollars ($1,239,900). 

Property Operations and Hold Period

We plan to hold and rent the Seven (7) residential studio units located at 49-51 Graham Ave, after construction  is completed. Once the Seven (7) residential studio units are completed, the expected rental income for each unit equals to Two Thousand Dollars ($2,000) per month. However, in the event of resale, the anticipated resale value is One million, Eight Hundred Ninety-Five Thousand, Five Hundred Sixty-Seven Dollars ($1,895,567).

Asset Management Fee

The fee will equal to an annualized rate of Two Percent (2%) of Series’ net asset value (“NAV”). It shall be paid quarterly depending on the specific Series.

Series Property Management Fees

It is currently anticipated that the Manager will be the property manager. Manager shall be entitled to receive a monthly property management fee for managing a Series’ Property (“Property Management Fee”). The Property Management Fee shall generally equal to an annualized rate of Five Percent (5%) of the monthly gross rents received from the Series Property and calculated as an expense within each Series. The Property Management Fee will be determined based on prevailing market rates and will be negotiated with a local property manager on a case-by-case and arms’ length basis.

Series Property Acquisition Fees

The Manager will retain Two Percent (2%) of the purchase price of Series’ Property after acquisition of 49-51 Graham Ave.

Series Property Disposition Fees

The Manager will retain Two Percent (2%) of the net proceeds received from sale of 49-51 Graham Ave.

Lack of Historical Financial Information May Increase Uncertainty

The Series Property was acquired without the benefit of audited financial statements from the prior owner. This is consistent with industry practice for such properties, where sellers typically do not provide audited financials, and such information is not considered material to the buyer’s underwriting.

Because the Offering does not include audited historical operating data, there may be uncertainties about the Series Property’s prior performance or condition that are not apparent until after acquisition. Investors should not assume that the property’s past revenues or expenses under prior ownership are indicative of future performance. The success of the Series depends entirely on Forte’s post-acquisition strategy, which includes renovation, management changes, and potential repositioning. 

USE OF PROCEEDS

The proceeds received in a Series Offering will be applied in the following order of priority of payment:

Property Acquisition Cost: The actual cost of the Series Property that is paid to the Property seller;

Offering Expenses: In general, these costs include legal, accounting, banking, underwriting, filing, and compliance costs, as applicable, related to a Series Offering. The Manager will be responsible for all offering expenses on behalf of each Series and will be reimbursed by the Series through the proceeds of the Series Offering for offering expenses actually incurred; and

Acquisition Expenses: In general, these expenses include all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, appraisal, development, and acquisition of the Series Property. Each Series will be responsible for its acquisition expenses which it will pay out of the proceeds of its Series Offering.

Allocations of Expenses

To the extent relevant, fees, costs, expenses, revenue generated from the Series Property, and any indemnification payments made by the Manager will be allocated among the Series in accordance with the Manager’s allocation policy set forth below (the “Allocation Policy”). The Allocation Policy requires the Manager to allocate items that are allocable to a specific Series to be borne by or distributed to (as applicable), the applicable Series. If, however, an item is not allocable to a specific Series but to Forte or the Manager in general, it will be allocated pro-rata based on the value of the Series Properties or the number of Properties, as reasonably determined by the Manager or as otherwise set forth in the Allocation Policy.

By way of example, as of the date hereof it is anticipated that revenues and expenses will be allocated as follows:

Notwithstanding the foregoing, the Manager may revise and update the Allocation Policy from time to time.

Subscription Agreements; Admission to Forte

Forte generally intends to offer Membership Interests through Forte’s online investment platform which can be found on forteinvestmentfund.com (the “Forte Platform”). Through the use of the Forte Platform, eligible Investors may purchase Membership Interests, access account-related documentation, access other account- related functions, and receive updates as applicable.

To subscribe with Forte and purchase any Membership Interests in a Series, an Investor must meet certain eligibility and suitability standards. (See “Investor Suitability” below). Additionally, an Investor who wishes to purchase Membership Interests must sign and execute a Subscription Agreement in the form attached hereto as Exhibit C, which shall be accepted or rejected by the Manager in its sole and absolute discretion. By executing the Subscription Agreement, an Investor makes certain representations and warranties upon which the Manager will rely on in accepting the Investor’s subscription funds, unconditionally and irrevocably agrees to purchase Membership Interests in the amount shown thereon, and thereby makes a commitment to contribute capital in accordance with the terms set forth in the Subscription Agreement and the Operating Agreement. INVESTORS SHOULD CAREFULLY READ AND COMPLETE THE SUBSCRIPTION AGREEMENT (WITH POWER OF ATTORNEY) AND INVESTOR QUESTIONNAIRE.

Once Subscription Agreement is executed for this Offering Circular, an integrated online payment provider will transfer the subscription funds into a non-interest bearing account. The Manager will hold such subscription funds in the non-interest bearing account until such time that Subscription Agreement is either accepted or rejected by the Manager

The Manager may reject an Investor’s Subscription Agreement for any reason or no reason at all. If Investor’s subscription is rejected in whole or in part, then Investor’s subscription payments (being the entire amount if Investor’s application is rejected in whole or the payments associated with those subscriptions rejected in part) will be refunded promptly, without interest or deduction.

If the Subscription Agreement is accepted by the Manager, an integrated online payment provider will transfer the funds to the operating account of the relevant Series Investor has applied to subscribe.

The Manager accepts subscriptions on a first-come, first served basis subject to the right to reject or reduce subscriptions.

Should the process of depositing an Investor’s funds into a Series’ operating account and admitting a Member into the applicable Series take longer than Ninety (90) days, the Investor may request in writing to recover its subscription funds. If, upon receipt of such request in writing, the Manager has not yet admitted the Investor as a Member of the Series, then the Manager may, in its sole and absolute discretion, return the Investor’s funds to the Investor and revoke the Subscription Agreement within Ten (10) business days of receipt of such request from the Investor.

Subscription Agreements are non-cancelable and irrevocable by the Investor and subscription funds are non-refundable for any reason, except with the express written consent of the Manager or as expressly set forth herein or in the Subscription Agreement.

AN INVESTOR SHALL OWN MEMBERSHIP INTERESTS IN A SERIES IF AND ONLY IF THE INVESTOR’S FUNDS ARE DEPOSITED INTO THE SERIES’ OPERATING ACCOUNT.

Cash Distributions

There are two general categories of income derived from a Series: (1) Periodic Cash Flow and (2) Capital Transaction Proceeds.

“Periodic Cash Flow” is income that is generally made on a periodic basis with a certain frequency. An example of Periodic Cash Flow may be rental income from a Property, and/or other periodic cash flow generated from a Property.

“Capital Transaction Proceeds” are transaction-based income derived from a Property. Transaction-based income includes, without limitation, the sale, refinance, and/or disposition of a Property.

“Excess Distributable Cash” means a Series’ monthly or quarterly gross revenue, depending on the accounting period of such Series, less (1) the Series’ monthly or quarterly operating expenses (including payment of outstanding debt [if any], administrative costs, legal expenses, and accounting fees) and (2) payment of the Asset Management Fee to the Manager.

In the event of uncertainty or ambiguity as to whether a source of income is categorized as Periodic Cash Flow or Capital Transaction Proceeds, the Manager shall have the sole and absolute discretion to determine such a category. The manner in which income is distributed from a Series will depend on the source of income, as further detailed below.

Periodic Cash Flow

For each Series, Periodic Cash shall be distributed to such Series Members on a monthly or quarterly basis in the following manner:

Capital Transaction Proceeds:

Upon the sale, disposition, and/or refinance of a Property, Capital Transaction Proceeds shall be distributed to the Series’ Members in the following manner:

All excess cash will be distributed to Members in accordance with the sequence as noted above, and shall be prorated as applicable for the amount of time that a Member was a member of the Series during such accounting period. Excess Distributable Cash is not cumulative nor guaranteed.

DISTRIBUTIONS OF THE EXCESS DISTRIBUTABLE CASH ARE NOT A GUARANTEED DISTRIBUTION AND ARE SUBJECT TO THE CASH AVAILABILITY OF THE PARTICULAR SERIES.

THE MANAGER AND FORTE MAKE NO GUARANTEES, ASSURANCES, OR COMMITMENTS TO THE DISTRIBUTION OF ANY RETURNS. DISTRIBUTIONS SHALL ONLY BE MADE AT THE MANAGER’S DISCRETION AND TO THE EXTENT THAT CASH IS AVAILABLE AND THAT SUCH DISTRIBUTIONS WILL NOT IMPACT THE CONTINUING OPERATIONS OF FORTE.

Valuation Methodology

The NAV of each Series (including the price per Membership Interest) shall be valued at cost during each Series’ closing (or as soon as commercially reasonable thereafter). Thereafter, the Manager intends to calculate the Series NAV using a process that reflects the estimated value of the Series’ Property (including but not limited to Property related liabilities), and the estimated accrual of revenue, fees, and expenses of the Series (which may include accrued fees and operating expenses, accrued distributions payable, accrued management fees, and any financing extended to the Series), on a monthly or quarterly basis (or such other period as determined by the Manager, in its sole and absolute discretion, but no less frequently than annually). The determination of the NAV for the Membership Interests of each Series is not based on, nor intended to comply with, fair value standards under U.S. GAAP, and such NAV may not be indicative of the actual price of assets at current market conditions.

Each Series Property consists of real estate and, as with any real property valuation protocol, the conclusions reached by the Manager and/or internal accountants are based on a number of judgments, assumptions, and opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions, or opinions may result in different estimates of the value of a Series Property. In addition, for any given period, the NAV per Membership Interest may not fully reflect certain material events, to the extent that the financial impact of such events on Forte’s portfolio is not immediately quantifiable.

Each Series presently intends to apply the foregoing valuation methodology unless otherwise impractical or it’s in the best interest of the Series that an alternative valuation method be used, as determined by the Manager in its sole and absolute discretion. The Manager reserves the right to use other reasonable methods depending on market condition and status of the Property, as determined by the Manager in its sole and absolute discretion. Such other valuation methodologies include, without limitation: (1) fair market value of the Property based upon a report provided by an independent valuation expert; (2) fair market value of the Property using real estate comparable methods; (3) with respect to debt, default rates, discount rates, and loss severity rates; (4) market capitalization rates, comparable sales information, interest rates, or net operating income; (5) progress of the Property’s development, construction, or value-add plan; (6) accruals of the Series’ Periodic Cash Flow distributions; (7) capitalized earnings model; or (8) other reasonable valuation methods as determined by the Manager.

Restrictions on Transfer

As a condition to this Offering, restrictions have been placed upon the ability of Members to resell or otherwise transfer any Membership Interests purchased hereunder. Specifically, no Member may resell or otherwise transfer any Membership Interests without the satisfaction of certain conditions designed to ensure compliance with applicable tax and securities laws, including, without limitation, the requirement that certain legal opinions be provided to Forte with respect to such matters, and the requirement that any transfer of Membership Interests to a transferee does not violate any state or federal securities laws. Notwithstanding the foregoing, no Member may resell or otherwise transfer any Membership Interests without the prior written consent of the Manager, whose consent may be withheld in its sole and absolute discretion. (See “Summary of the Operating Agreement —Restrictions on Transfer” below).

To the extent required by applicable law or in the sole and absolute discretion of the Manager, legends shall be placed on all instruments or certificates evidencing ownership of Membership Interests in Forte, stating that the Membership Interests have not been registered under the federal securities laws and setting forth limitations on resale. Notations regarding these limitations shall be made in the appropriate records of Forte, with respect to all Membership Interests offered through this Offering.

Any Member who transfers, upon the Manager’s consent, any Membership Interests to another person shall pay the Manager, subject to the sole and absolute discretion of the Manager, a transfer fee of at least Five Hundred Dollars ($500) to cover administrative costs related thereto.

Investor Suitability

This investment is appropriate only for Investors who have no need for immediate liquidity in their investments and who have adequate means of providing for their current financial needs, obligations, and contingencies, even if such investments result in a total loss. Investment in the Interests involves a high degree of risk and is suitable only for an Investor whose business and investment experience, either alone or together with a purchaser representative, renders the Investor capable of evaluating each and every risk of the proposed investment. CAREFULLY READ THE ENTIRE “RISK FACTORS” SECTION OF THIS OFFERING CIRCULAR.

The Membership Interests are being offered and sold only to Qualified Purchasers (as defined in Regulation A under the Act). Qualified Purchasers include:

(i) Accredited Investors under Rule 501(a) of Regulation D (as explained below); and

(ii) all other Investors so long as their investment in the Membership Interests does not represent more than Ten Percent (10%) of the greater of the Investor’s, alone or together with a spouse or spousal equivalent, annual income or net worth (for natural persons), or Ten Percent (10%) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

The Membership Interests are offered hereby and sold to Investors that meet one of the categories (i.e., Accredited Investors and Investors whose investment in the Membership Interests does not represent more than Ten Percent (10%) of the applicable amount).

To qualify as an “Accredited Investor”, for purposes of satisfying one of the tests in the Qualified Purchaser definition, an Investor must meet ONE of the following conditions:

(i) Any natural person who had an individual income in excess of Two Hundred Thousand Dollars ($200,000) in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of Three Hundred Thousand Dollars ($300,000) in each of those years and who has a reasonable expectation of reaching the same income level in the current year;

(ii) Any natural person whose individual net worth or joint net worth, with that person’s spouse or spousal equivalent, at the time of their purchase exceeds One Million Dollars ($1,000,000) (excluding the value of such person’s primary residence);

(iii) A natural person holding one or more professional certifications or designations administered by the Financial Regulatory Authority, Inc., and in good standing: the Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65), and Licensed Private Securities Offering Representative (Series 82);

(iv) A natural person holding, and in good standing, of one or more professional certifications or designations or other credentials from an accredited educational institution that the commission has designated as qualifying an individual for accredited investor status;

(v) A natural person who is considered a “knowledgeable employee” of a private company as defined by Rule 3c-5(a)(4) under the Investment Company Act of 1940, including trustees and advisory board members, or person serving in a similar capacity of a company relying on an exemption under Investment Company Act of 1940 Section 3(c)(1) or 3(c)(7), or an affiliated person of the company that oversees the series’ investments, and employees of the private company (other than employees performing solely clerical, secretarial, or administrative functions);

(vi) Any family office, as defined in rule 202(a)(11)(G)-1under the Investment Advisers Act of 1940: with assets under management in excess of Five Million Dollars ($5,000,000), that is not formed for the specific purpose of acquiring the securities offered, and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risk of the prospective investment;

(vii) Any family client, as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii);

(viii) Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in Section 2(13) of the Exchange Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company (“SBIC”) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of Five Million Dollars ($5,000,000); any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of Five Million Dollars ($5,000,000) or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors;

(ix) Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;

(x) Any organization described in Section 501(c)(3)(d) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of Five Million Dollars ($5,000,000);

(xi) Any director or executive officer, or general partner of the issuer of the securities being sold, or any director, executive officer, or general partner of a general partner of that issuer;

(xii) Any trust, with total assets in excess of Five Million Dollars ($5,000,000), not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(B)(b)(2)(ii) of the Code;

(xiii) Any entity not listed above which was not formed for the specific purpose of acquiring the securities offered, owning investments in excess of Five Million Dollars ($5,000,000); or

(xiv) Any entity in which all the equity owners are accredited investors as defined above.

For Investors who are not Accredited Investors, there are limitations on the aggregate purchase price of Membership Interests that may be paid by the Investor which is not more than Ten percent (10%) of the greater of such Investor’s:

(i) Annual income or net worth if a natural person (with annual income and net worth for such natural person purchaser determined as provided in Rule 501); or

(ii) Revenue or net assets for such purchaser’s most recently completed fiscal year end if a non-natural person.

Annual income and net worth should be calculated as provided in the Accredited Investor definition under Rule 501 of Regulation D, as explained above. In particular, net worth in all cases should be calculated excluding the value of an Investor’s home, home furnishings and automobiles.

Offering and Investment Periods

A Series will raise capital for a period of One (1) year. The Series Offering shall close (the “Closing”) upon the earliest to occur of (1) the date on which the maximum series offering amount has been reached, (2) a date determined by the Manager in its sole discretion, or (3) at the end of the Raise Period (including any extensions, as applicable).

Subject to cash availability, the Series will deploy capital in order to acquire, manage, value-add, develop, construct, and/or lease the Property which period shall be referred to as the (“Investment Period”).

The Investment Period for a Series will generally end on the first anniversary of the Closing. The Raise Period and the Investment Period may overlap for some period of time in each Series.

Dissolution

Each Series shall generally begin the dissolution and wind up of its business activities, including the sale of the Series Property, Three (3) years to Five (5) years after the end of the Investment Period (including any extensions, as applicable), subject to market conditions and the Property’s performance and status, as determined by the Manager. At such time, the Manager will proceed to wind up the affairs of the Series in accordance with the Operating Agreement.

Notwithstanding the foregoing, a Series shall remain in existence until the earlier of the following: (i) dissolution of Forte, (ii) the Manager’s election to wind up such Series; (iii) the sale, exchange, or other disposition of substantially all of the assets of the Series, or (iv) the withdrawal or resignation of the Manager, unless a new manager is appointed pursuant to the terms of the Operating Agreement.

Forte presently intends to begin dissolution upon the dissolution of the last remaining Series.

Series Structure and Membership Interests

As a Delaware series limited liability company, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Series are segregated and enforceable only against the assets of such Series, as provided under Delaware law.

Title to the Property will be held by the applicable Series. Each Series will not own any other assets other than the single Property associated with such Series, plus Capital Expenditure Reserves for maintenance, insurance, and other expenses pertaining to the Series Property, and net profits by the Series from the monetization of the Series Property, if any. Each Series will carry its own allocation of profit and loss, capital contributions, Membership Interests redemptions, and fees, costs, and expenses. The fees, costs, and expenses include operating expenses for the Series, the formation costs of the Series, and the corresponding acquisition costs of the Series Property, among others, all of which shall be allocated to the applicable Series directly. (See “Allocation of Expenses” below).

Forte will admit the Members on an ongoing basis into each Series. Investors will acquire Membership Interests in a Series, each of which is intended to be a separate Series of Forte for purposes of accounting for assets and liabilities. Membership Interests represent an investment solely in a particular Series and, thus, indirectly in the Property owned by such Series. The series-based accounting method carries unique risks which are specified below. (See “Risk Factors” below).

Transfer Agent and Registrar

As of the date of this Offering Circular, Forte has not engaged a transfer agent, and does not intend to engage a transfer agent until such time as Forte is required to do so in order to satisfy the conditional exemption contained in Rule 12g5-1(a)(7) of the Securities Exchange Act of 1934, as applicable, or the Exchange Act.

GENERAL GUIDELINES FOR THE ACQUISITION OF PROPERTIES

A Series will primarily use Series Offering proceeds to acquire, value-add, rehabilitate, develop, construct, lease, and/or sell Properties throughout the United States with primary focus in New Jersey and Maryland. Forte primarily targets to acquire interests in Properties such as non-owner-occupied single family residential and multi-family. Forte may also target to acquire commercial properties, industrial properties, unimproved (but entitled) land and raw/untitled land properties. Unless the Manager decides in its sole and absolute discretion that it is in the best interests of Forte to do otherwise, Forte intends to generally acquire, and purchase Properties based on the following criteria:

1.        Asset Classes. The purchase and acquisition of Properties shall generally be made in the following asset classes:

2.        Location of the Properties. The Properties will primarily be located in strategic areas throughout the United States with primary focus on New Jersey and Maryland. Notwithstanding the foregoing, a Series may acquire Property in other regions of the United States, if the Manager determines in its sole discretion that it is in the best interest of the Series.

3.        Leverage. Forte may borrow funds from third-party lenders, investors, and/or financial institutions to fund its operations and/or acquire Properties. Such financing would be secured by the assets held by a Series and Forte’s portfolio. In order to obtain such additional capital, Forte may assign part or its entire asset portfolio to the lender or investor. Such a transaction involves certain elements of risk and also entails possible adverse tax consequences as detailed later in this Offering Circular. The terms and conditions of any credit obtained by Forte shall be negotiated by the Manager in its sole and absolute discretion. In addition, any debt incurred by Forte will be senior in payment to the Members.

4.        Timeline. The timeline for a Property’s development, rehabilitation, value-add, or otherwise stabilization, will range from Six (6) months to Twenty-Four (24) months from the date of each acquisition. Notwithstanding the foregoing, the estimated timeline is not guaranteed, and certain Properties may take longer to stabilize and/or develop due to variety of reasons, including, without limitation: construction issues, unexpected environmental conditions, changes in supply and demand, governmental regulations, zoning restrictions, changes in material and labor shortages, increases in the costs of labor and materials, changes in construction plans and specifications, tenant demand, and other market conditions.

5.       The Real Estate Project Development Process. A real estate project’s timeline can be divided into the following stages: Project Identification, Project Execution, and Project Stabilization or Exit.

i) Project Identification. During this phase, a developer must commit working capital to identify potential projects. Typically, projects can involve new construction or rehabilitation of an existing building. During this phase, the developer incurs certain planning and development costs as it undertakes the process of:

ii) Project Execution. Once a project has been identified, the developer moves into the project execution phase. Financing arrangements may need to be put in place to cover the cost of acquiring the underlying property (such as the land for new construction or land and existing buildings(s) for rehabilitation or renovations).

Typically, real estate developers in the market segment that we address will utilize third-party engineering, procurement and construction services to complete projects. A general contractor, who is responsible for the majority of the work and the work undertaken by any subcontractors, is often engaged to complete the construction and development of a project.  Alternatively, a developer may act as general contractor and undertake all or a portion of the work or engage subcontractors to do so. During this phase, the developer needs capital to pay contractors for work, suppliers for materials, and vendors for other goods and services. Construction timelines may vary depending upon the project size, the demand for contractors and other skilled trades, the availability of materials, and the ability of the developer to secure and deploy capital to ensure continued work on the project. The completion of construction is also dependent on inspections by government regulators to ensure projects meet building codes and any other regulations that are applicable in a given jurisdiction.

iii) Project Stabilization or Exit. Following completion of construction and certification that a completed project meets any applicable codes and regulations, the developer must arrange to repay any development or construction finance that exists on the project. Repayment of existing financing arrangements may also occur before a project is completed, such as when a developer decides to refinance the project to take advantage of more favorable interest rates or for other reasons. If the project is to be stabilized, the developer may act as the landlord of the property and lease the property to use the rental income to repay financing obligations over time. The developer typically obtains a multi-year mortgage from a bank, and the proceeds of the new mortgage will be used to repay the existing construction loans. Banks may require the developer to find tenants for a completed project, although tenancy is not always a prerequisite for obtaining such financing. This is known as take-out or permanent financing, because the new bank mortgage takes out any construction financing and effectively becomes the primary debt obligation on the underlying property. Alternatively, the developer may exit the project by selling it. If the developer decides to exit by sale, the property must be marketed. The proceeds of the sale will then be used to repay any financing that remains on the property. A less common exit strategy is for the developer to pay off any land acquisition or construction financing with cash. This cash may come from the sale of other properties in the developer’s portfolio or it may be cash on hand. Refinancing arrangements and property sales are subject to a detailed closing process, whereby current lenders on the property must release any liens they hold in favor of the new lender or the purchaser. These types of closings can take several weeks to complete.

6.        Property Value Range. Depending on the property type and asset class, Properties will generally exceed Two Hundred Thousand Dollars ($200,000), but may be higher or lower than otherwise states if such investment is in the best interest of the Forte, as determined by the Manager in its sole discretion.

7.        Fire and Casualty Insurance. Satisfactory fire and casualty insurance will be obtained for all Properties and will name the relevant Series as its loss payee.

8.        Title Insurance. Satisfactory title insurance coverage will be obtained for all Properties. The title insurance policy will name the relevant Series as the insured and provide title insurance in an amount not less than the principal amount of the value of the Property.

9.        Environmental Reports. Environmental reports will not typically be ordered on a Property purchased or otherwise acquired by the Series.

10.       Acquisition Mechanics. Each Series will acquire its Series Property prior to the commencement or Closing of that Series Offering. Each Series Property will be fully described in the Series Offering, which shall provide information relating to the Series Property being offered, such as the description and specifications of the Series Property, the purchase price of the Series Property, and the relevant terms of the acquisition. A Series may acquire its Property either from an Affiliate or from an unaffiliated third-party.

i.        Acquisition of Property. Forte or an Affiliate may enter into a purchase and sale agreement with the third-party seller to acquire Property on behalf of a Series. Forte or an Affiliate will negotiate with the third-party seller (on behalf of the Series) the purchase price for the Property and related purchase terms and conditions which will be specified in a purchase and sale agreement, by and between Forte or Affiliate and the Property seller. Once the new Series is established, Forte or Affiliate will either assign the purchase and sale agreement to that Series or the purchase and sale agreement will be re-executed with the new Series as the buying party.

ii.        Purchase Price. Purchase price funds to acquire a new Property may be provided by a combination of mortgage proceeds and cash payment. The funding and closing of the Property’s acquisition may take place prior to the beginning of the Series Offering, during the Series Offering, or at the Closing of the Series Offering.

The Series will purchase the Property at a purchase price equal to the price Forte or Affiliate actually paid for the Property (inclusive of acquisition and closing costs). The Series will purchase the Property through the issuance to Forte or Affiliate of a promissory note in the full amount of the purchase price of the Series Property inclusive of acquisition and closing costs.

The Series will repay the promissory note, along with accrued interest at a to-be-determined annual interest rate, with net proceeds from the Series Offering. Prior to the repayment of the note, the Manager or Forte may retain all rental income derived from the Series Property, net of concessions, taxes, insurance, HOA dues, and costs of repair, as applicable.

11.        Special Purpose Entities. A Series may hold its Property in a wholly owned limited liability company subsidiary organized in the state where the Property is located. A Series may also acquire the Property directly, in the sole discretion of the Manager. The Series may joint venture with third parties in the acquisition and/or development of the Property, as determined by the Manager, provided the Manager’s estimate of the return on the Series’ equity investment in such joint venture vehicles justifies such investment and relationship, and provided that the Series will retain at least majority ownership and all operational control.

12.       Property Disposition. Each Series shall generally begin the dissolution and wind up its business activities, including the sale of the Series Property, Three (3) years and Five (5) years after the end of the Investment Period (including any extensions, as applicable), subject to market conditions and the Property’s performance and status, as determined by the Manager. Notwithstanding the foregoing, the Manager may determine that it is in the best interests of the Members to sell a Series Property earlier than Three (3) years or to hold a Series Property for more than Five (5) years. Additionally, any sale of a Property will be subject to lessee rights. The Manager will seek to achieve a selling price that maximizes the capital appreciation for the Series’ Members based on then-current market conditions.

Property Oversight

A Series, through the Manager, Affiliate, or a third-party, may perform a variety of operational and/or development/construction activities, which may include one or more of the following without limitation: performing development feasibility assessments, seeking appropriate planning, land use and other regulatory approvals, and negotiating service agreements, as well as, property management services, leasing, maintenance, or other services necessary, whether through a third-party or an Affiliate, as determined by the Manager.

Tenants Selection

The Manager intends to seek out tenants who are financially responsible and capable of paying rent. The Manager shall conduct due diligence on prospective tenant applicants by (a) verifying income, (b) running credit checks, (c) performing criminal background checks, and/or (d) requesting references from previous landlords. While the Manager does not have specific standards for these items, the Manager will use such screening methods to determine whether a potential lessee is financially responsible.

Activities of Forte

All sourcing, due diligence, underwriting, bidding process, oversight, origination of capital, and reporting of Properties will be done by the Manager or an Affiliate for the benefit of each Series. The Manager may also endeavor to directly obtain financing for a Property. With respect to obtaining debt financing from an Affiliate, the arrangements and terms, including fees, will be based on the market rate at the time of financing. Alternatively, the Manager may engage a third-party to arrange financing as needed. Any fees attributable to obtaining debt financing, from an Affiliate or otherwise, will be treated as an expense to the applicable Series.

The Manager may subcontract due diligence and asset management functions to third parties (e.g., property management companies, appraisers, inspectors, subcontractors, real estate brokers, accountants, etc.) for the benefit of a Series. The costs of retaining third parties for these purposes shall be considered Series expenses as reasonably determined by the Manager.

THE MANAGER

The Manager of Forte and each Series is Forte Partners Global Inc., a Massachusetts corporation formed under the laws of Massachusetts on August, 2023. The Manager will manage and direct the affairs of each Series, and Forte in general. The Manager has established a board of directors consisting of One (1) member, Shauzab H. Ladha. The executive offices of the Manager are located at 58 Main Street, 2nd Floor, Hackensack, NJ 07601.

 Executive Officers and Directors

The following table sets forth certain information with respect to each of the directors and executive officers of the Manager:

Biographical Information

Set forth below is biographical information of the Manager’s executive officers.

Shauzab H. Ladha

Dynamic c-suite business transformation leader with a reputation for being an agile trusted client advisor, delivering P&L impact and outcomes. With 20+ years of global professional services experience including Consulting, Enterprise Transformation, Real Estate Portfolio Development, and Relationship Management. Collaborative leadership style with strong interpersonal skills in a global context. Domain skills include Corporate Strategy, Digital Reinvention, and Mergers & Acquisitions of real-estate and technology infrastructure. Passionate and authentically invested in building communities and architecting a resilient start-up culture.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Forte has no officers or directors. It is managed solely by Forte Partners Global Inc. Forte is a newly formed entity with no operating history. For these reasons, the Manager has yet to receive any compensation from Forte. No portion of the officer’s compensation was paid from or will be paid from the income generated by Forte. Forte will not directly pay any compensation to the officers of the Manager.

PRIOR PERFORMANCE SUMMARY

The information presented in this section, and the Index to Financial Statements below, represents the historical operating results for Forte’s Manager and sponsor, Forte Partners Global Inc., a Massachusetts corporation.

MANAGER’S COMPENSATION

The Manager will be responsible for directing the management of Forte’s and Series’ business and affairs, managing the day-to-day affairs, and implementing the investment strategy. The Manager will perform its duties and responsibilities pursuant to the Operating Agreement and shall be compensated in accordance therein.

The following discussion summarizes some important areas of compensation to be received by the Manager. If the Manager waives, defers, or assigns to a Series any of its respective compensation, the Manager will be entitled to recover the same at a later time within the same calendar year only. Notwithstanding the foregoing, the Manager has no obligation to waive, defer, or assign to a Series any portion of such compensation at any time.

FIDUCIARY RESPONSIBILITY OF THE MANAGEMENT

The Manager is generally accountable to Forte and each Series as a fiduciary, which means that the Manager is required to exercise good faith and integrity with respect to a Series’ affairs and sound business judgment. This is a rapidly developing and changing area of the law, and Members should consult with their own legal counsel in this regard. The fiduciary duty of the Manager is in addition to the other duties and obligations of, and limitations on, the Manager set forth in the Operating Agreement of Forte.

Forte, including each Series, has not been separately represented by independent legal counsel in its formation or in the dealings with the Manager, and Members must rely on the good faith and integrity of the Manager to act in accordance with the terms and conditions of this Offering.

The Operating Agreement provides that the Manager will not have any liability to Forte for losses resulting from errors in judgment or other acts or omissions unless the Manager is guilty of fraud, bad faith or willful misconduct. The Operating Agreement also provides that a Series will indemnify the Manager against liability and related expenses (including, without limitation, legal fees and costs) incurred in dealing with the Series, Members, or third parties as long as no fraud, bad faith, or willful misconduct on the part of the Manager is involved. Therefore, Members may have a more limited right of action than they would have absent these provisions in the Operating Agreement. A successful indemnification of the Manager or any litigation that may arise in connection with the Manager’s indemnification could deplete the assets of a Series. Members who believe that a breach of the Manager’s fiduciary duty has occurred should consult with their own legal counsel in the event of fraud, willful misconduct, or bad faith.

It is the position of the U.S. Securities and Exchange Commission that indemnification for liabilities arising from, or out of, a violation of federal securities law is void as contrary to public policy. However, indemnification will be available for settlements and related expenses of lawsuits alleging securities law violations if a court approves the settlement and indemnification, and also for expenses incurred in successfully defending such lawsuits if a court approves such indemnification.

RISK FACTORS

An investment in Membership Interests will involve various risks and uncertainties. Potential Investors should carefully consider the following risk factors in conjunction with the other information contained in this Offering Circular before purchasing Membership Interests in any Series. The risks discussed in this Offering Circular can adversely affect the Series’ operations, operating results, financial condition, and prospects. This may cause the value of Membership Interests to decline and could cause Members to lose part or all of their investment. The risks and uncertainties described below are not the only ones that each Series will face but do represent those risks and uncertainties presently known to Forte and the Manager that are material to Series operations, operating results, prospects, and financial condition. Investors should review the risks of this investment with their legal and financial advisors.

Potential subscribers should buy Membership Interests only to the extent they are able to bear the risk of the loss of their entire investment and have no need for immediate liquidity. An investment in Membership Interests should not be a major part of an Investor’s portfolio of assets.

INVESTMENT RISKS

Unless otherwise specified, references to “Forte” in this section shall include references to each Series.

No Registration: Limited Governmental Review

This Offering has not been registered with, or reviewed by, the U.S. Securities and Exchange Commission or any state agency or regulatory body, nor is registration contemplated.

Investments in Series Offerings

An investment in a Series Offering constitutes only an investment in that Series only and not directly in any Property. An Investor will acquire an ownership interest in the Series related to that Series Offering and not, for the avoidance of doubt, in (i) Forte, (ii) any other Series, (iii) the Manager, or (iv) directly in a Property associated with the Series, or any Property owned by any other Series. This results in limited voting rights of the Member, which are solely related to a particular Series, and are further limited by the Operating Agreement, described further herein. Members will have voting rights only with respect to certain matters, primarily relating to amendments to the Operating Agreement that would adversely change the rights of the Members and removal of the Manager for “cause.” The Manager thus retains significant control over the management of Forte, each Series, and the Series Properties. Furthermore, because the Membership Interests in a Series do not constitute an investment in Forte as a whole, Membership Interests in a Series are not expected to receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series. In addition, the economic interest will not be identical to owning a direct undivided interest in a Property.

Delaware Series Membership

Delaware series membership structure carries certain inherent risks. For example, Delaware series membership is a recently established entity structure under the 6 Delaware Code § 18-215, as amended. Accordingly, there are uncertainties in this type of structure. For example, some states may not recognize Delaware membership, and will treat all Series as one entity under Forte. In such instance, the Member’s incurrence of tax may be blended across all Series, such that the profit and loss of all Series will be allocated to such Member. In other instance, if one Series becomes bankrupt or insolvent, the bankruptcy court, or equivalent thereof, may enact the “doctrine of substantive consolidation” such that the Series will collapse into one for purposes of bankruptcy or liquidation. In short, the Member may become adversely affected from other Series in which the Member did not invest in.

The Member’s investment in one particular Series also carries its own risk. It is presently anticipated that each Series will hold one Property in accordance with the investment objective of Forte. A Property may be more profitable than another Property, or that one Property may have higher loss than the other. The Member investing in one Series may not be able to take advantage of another Series’ gain or loss. In addition, each Series will lack diversification, and that such lack of diversification may have significant impact on the Member’s investments. Each Property carries its own challenges, benefits, costs, administration, and risks. The Manager is entitled to call additional capital in the event the Property incurs cost overrun, unanticipated expenditure, among others. It is highly encouraged that the Member seek its own counsel when investing in the Delaware Series Membership.

Individual Series Investments Are Not Diversified

Each Series is intended to own and operate a single Property. Each Series’ return on its investment will depend on the revenues generated by such Property and the appreciation of the value of the Property over time. These, in turn, are determined by such factors as national and local economic cycles and conditions, financial markets and the economy, competition from existing properties as well as future properties and government regulation (such as tax and building code charges). The value of a Property may decline substantially after a Series purchases it.

Each Series will own a single Property and as a result of this non-diversified investment strategy, unanticipated capital expenditures could lead to a Series’ inability to pay dividends or the loss of Members’ investment entirely.

Each Series’ dividend stream will depend on the revenues generated by such Property and the appreciation of the value of the Property over time. Additionally, a Series might not be able to fund an unexpected major capital expenditure and this could lead to a complete loss of a Member’s investment.

Risks Related to the Forte Platform

The Forte Platform on which this Offering is hosted are subject to cyber security and data loss risks or other security breaches. Forte’s business involves the storage and transmission of users’ proprietary information through the Forte Platform, and security breaches could cause a risk of loss or misuse of this information, and result in claims, fines, and litigation. The Forte Platform may be subjected to a variety of cyber- attacks, which may continue to occur from time to time. An attack or a breach of security could result in a loss of private data, unauthorized trades, an interruption of trading for an extended period of time, violation of applicable privacy and other laws, significant legal and financial exposure, damage to reputation, and a loss of confidence in security measures, any of which could have a material adverse effect on the Forte’s financial results and business. Any such attack or breach could adversely affect the ability of Forte, the Forte Platform to operate, which could adversely affect the value of Membership Interests.

Further, federal and state governments may adopt new laws to regulate internet commerce, which may negatively affect Forte’s business. As internet commerce continues to evolve, increasing regulation by federal and state governments becomes more likely. Forte’s business could be negatively affected by the application of existing laws and regulations or the enactment of new laws applicable to our business. The cost to comply with such laws or regulations could be significant and would increase operating expenses, which could negatively impact the ability of Forte to make real estate investments. In addition, federal and state governmental or regulatory agencies may decide to impose taxes on services provided over the internet. These taxes could discourage the use of the internet as a means of commercial financing, which would adversely affect the viability of the Forte Platform.

Dilution

The Membership Interests offered for Series Offering consists of limited liability company interests of the Series. Members may experience dilution of their respective Membership Interests in the Series as more Investors are admitted as Members of the particular Series. In addition, the Members have an indirect ownership of the Series Property at a lesser percentage than what is directly owned through the Series. Further, under the Operating Agreement, the Manager has the right to cause any Series to sell additional Membership Interests. Any such sale of additional Membership Interests would further dilute the percentage interests of the existing Members in the Series.

Limited Transferability of Membership Interests

Although each Series will attempt to redeem Membership Interests when possible (see “Summary of the Operating Agreement – Redemption Policy and Other Events of Disassociation” below), there is no public market for the Membership Interests, and none is expected to develop in the future. Even if a potential buyer could be found, the transferability of these Membership Interests is also restricted by the provisions of the Securities Act and Rule 144 promulgated thereunder, and by the provisions of the Operating Agreement. Unless an exemption is available, these Membership Interests may not be sold or transferred without registration under the Securities Act and the prior written consent of applicable state securities regulators and agencies. Any sale or transfer of these Membership Interests also requires the prior written consent of the Manager. Members rights to withdraw from a Series or to otherwise recover any of their invested capital may be limited. Investors must be capable of bearing the economic risks of this investment with the understanding that these Membership Interests may not be liquidated by resale or redemption and should expect to hold their Membership Interests as a long term investment. (See “Summary of the Operating Agreement – Redemption Policy and Other Events of Disassociation” below).

Size of the Series Offering

There is no assurance that a Series will obtain capital investments equal to the amount required to close the Series Offering.

Speculative Nature of Investment

Investment in these Membership Interests is speculative and, by investing, each Investor assumes the risk of losing the entire investment. Forte has limited operations as of the date of this Offering Circular and will be solely dependent upon the Manager, both of which are subject to the risks described herein. Accordingly, only Investors who are able to bear the loss of their entire investment and who otherwise meet the Investor Suitability standards should consider purchasing Membership Interests. (See “Investor Suitability” above).

Conflicts of Interest

There are several areas in which the interests of the Manager may conflict with those of Forte and/or a particular Series. (See “Conflicts of Interest” below).

Side Letters

Forte may from time to time enter into Side Letters with one or more Members which provides such Member(s) with additional and/or different rights (including, without limitation, with respect to access to information, incentive allocations, minimum investment amounts, and liquidity terms) than such Member(s) have pursuant to this Offering Circular. As a result of such Side Letters, certain Members may receive additional benefits (including, but not limited to, reduced fee or incentive allocation obligations) which other Members will not receive. The Manager will not be required to notify any or all Members of any such Side Letters or any of the rights and/or terms or provisions thereof, nor will the Manager be required to offer such additional and/or different rights and/or terms to any or all Members. The Manager may enter into such Side Letters with any party as the Manager may determine in its sole and absolute discretion at any time. Members will have no recourse against Forte, the Manager, and/or any of their Affiliates in the event that certain Members receive additional and/or different rights and/or terms as a result of such Side Letters.

Investors and Forte Not Independently Represented

Forte has not been represented by independent legal counsel for its organization and dealings with the Manager. In addition, the attorneys who have performed services for Forte have also represented the Manager but have not represented the interests of the Investors or Members of Forte. (See “Conflicts of Interest” below).

Adverse Impact Due to Economic Conditions

Generally, economic recessions or downturns may result in a prolonged period of market illiquidity, which could have an adverse effect on Forte’s business, financial condition and results of operations. Periods of economic slowdown or recession, significantly rising interest rates, declining employment levels, decreasing demand for real estate, or the public perception that any of these events may occur, have resulted in and could continue to result in a general decline in acquisition, disposition and leasing activity, as well as a general decline in the value of real estate and in rents.

During an economic downturn, it may also take longer for a Series to dispose of its Property, or the disposition prices may be lower than originally anticipated. As a result, the carrying value of Property may become impaired and we could record losses as a result of such impairment or could experience reduced profitability related to declines in real estate values. These events could adversely affect performance and, in turn, business, and negatively impact our results of operations.

Negative general economic conditions could continue to reduce the overall amount of sale and leasing activity in the real estate industry, and hence the demand for these securities, which may in turn adversely affect Series

revenues. Forte is unable to predict the likely duration and severity of the current disruption in financial markets and adverse economic conditions in the United States and other countries.

Lack of Regulation

The Manager and Forte are not supervised or regulated by any federal or state authority, except to the extent that the Manager’s real estate activities are regulated and supervised by applicable authorities in at least the State of Delaware.

Reliance on Manager

The Manager (and/or its Affiliates) will participate in all decisions with respect to the management of Forte, and the Manager will manage and oversee the operations of each Series. The Series’ ability to achieve its investment objectives and pay distributions is dependent upon the performance of the Manager as well as its personnel, including third-party servicers. Any adverse change to the Manager’s financial condition, or in the event of death, retirement or other incapacity of the principals, the business and operations of the Series will be adversely affected. The Members will then elect a new Manager or the Manager shall appoint a new Manager pursuant to the Operating Agreement.

Requirement of Additional Capital

Future capital requirements depend on many factors, including the Manager’s ability to successfully locate investments, and whether further investment in these opportunities becomes necessary to protect the existing positions in the investments. If further capitalization becomes necessary to further stabilize, develop, or protect any Series assets, or if capitalization is needed for any other reason, any equity financing, if available at all, may not be on terms favorable to the Series, and dilution to the Members could result, and in any case such securities may have rights, preferences and privileges that are senior to those of the Membership Interests offered herein. If adequate capital cannot be obtained, the Series’ business, operating results and financial condition could be adversely affected.

Reliance on Personnel and Key Third-Parties

A Series’ success depends to a significant degree upon the contributions of certain executive officers and other key personnel of the Manager, as well as execution of third-party vendors and independent contractors. In particular, a Series depends on the skills and expertise of servicers, including, engineers, architecture firms, construction companies, among others, which were hired by the Manager. The Manager cannot guarantee that the principals and other key personnel will remain with the Manager. If any of Manager’s key personnel were to cease their affiliation with the Manager, the Series may suffer.

A Series’ future success depends upon the Manager’s ability to engage, hire and/or retain or contract with highly skilled managerial and operational personnel. Competition for such personnel is intense, and the Manager cannot assure Members that the Manager will be successful in attracting and retaining such skilled personnel. If the Manager loses or is unable to obtain the services of key personnel, a Series’ ability to implement its investment strategies could be delayed or hindered, and the value of Member investment may decline.

Indemnification of the Manager

The Operating Agreement provides that neither the Manager, any current or former directors, officers, employees, partners, shareholders, members, controlling persons, agents or independent contractors of the Manager nor persons acting at the request of Forte and/or any Series in certain capacities will be liable to Forte, any Series, or any Members for any act or omission taken by them in connection with the business of Forte or any Series that has not been determined in a final, non-appealable decision of a court, arbitrator, or other tribunal of competent jurisdiction to constitute fraud, willful misconduct, or gross negligence.

 Each Series will indemnify these persons out of its assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which they become subject by virtue of serving Forte or such Series and with respect to any act or omission that has not been determined by a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct, or gross negligence.

Tax and ERISA Risks

Investment in a Series involves certain tax risks of general application to all Members in a Series, and certain other risks specifically applicable to Keogh accounts, IRAs and other tax-exempt investors. (See “Income Tax Considerations” and “ERISA Considerations” below).

Price of Membership Interests Arbitrarily Determined

The purchase price of the Membership Interests offered are arbitrarily determined and may not reflect their actual value. The purchase price of the Membership Interests has been arbitrarily determined and is not the result of arm’s-length negotiations. It bears no relationship to any established criteria of value. Further, the price is not based on past performance of a Series.

Anti-Money Laundering

The Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“PATRIOT Act”) requires that financial institutions establish and maintain compliance programs to guard against money laundering activities, and requires the Secretary of the U.S. Treasury (“Treasury”) to prescribe regulations in connection with antimony laundering policies of financial institutions. The Financial Crimes Enforcement Network (“FinCEN”), an agency of the Treasury, has announced that it is likely that such regulations would subject certain pooled investment vehicles to enact anti-money laundering policies. It is possible that there could be promulgated legislation or regulations that would require Forte or its service providers to share information with governmental authorities with respect to Investors in connection with the establishment of anti-money laundering procedures. Such legislation and/or regulations could require a Series to implement additional restrictions on the transfer of the Membership Interests. The Manager reserves the right to request such information as is necessary to verify the identity of Investors and the source of the payment of subscription monies, or as is necessary to comply with any customer identification programs required by FinCEN and/or the U.S. Securities and Exchange Commission. The Manager may further require Investors to confirm that contributions are all derived from taxed income and other legal sources. In the event of delay or failure by a Investor to produce any information required for verification purposes and/or to provide the requested confirmation on the legality of the source(s) of monies contributed to a Series, an application for or transfer of Membership Interests may be refused.

Investment Company Act Risks

Forte intends to avoid becoming subject to the Investment Company Act of 1940, as amended (“1940 Act”); however, Forte cannot assure Investors that under certain conditions, changing circumstances or changes in the law, Forte may not become subject to the 1940 Act in the future as a result of the determination that Forte is an “investment company” within the meaning of the 1940 Act that does not qualify for an exemption as set forth below. Becoming subject to the 1940 Act could have a material adverse effect on Forte. Additionally, Forte could be terminated and liquidated due to the cost of registration under the 1940 Act. In general, the 1940 Act provides that if there are One Hundred (100) or more investors in a securities offering, then the 1940 Act could apply unless there is an exemption; however, the 1940 Act generally is intended to regulate entities that raise monies where the entity itself “holds itself out as being engaged primarily, or purposes to engage primarily, in the business of investing, reinvesting or trading in securities” (Section 3(a)(1)(A) of the 1940 Act).

The second key definition of an “investment company” under the 1940 Act considers the nature of an entity’s assets. Section 3(a)(1)(C) of the 1940 Act defines “investment company” as any issuer that: .”..is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding Forty Percent (40%) of the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.” Section 3(b)(1) of the 1940 Act provides that a company is not an “investment company” within the meaning of the 1940 Act if it is: “[An] issuer primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities...”

Section 3(c) of the 1940 Act provides for the following relevant exemptions: “Notwithstanding subsection (a), none of the following persons is an investment company within the meaning of this title: (1) Any issuer whose outstanding securities (other than short- term paper) are beneficially owned by not more than one hundred persons [emphasis added] and which is not making and does not presently propose to make a public offering of its securities. Such issuer shall be deemed to be an investment company for purposes of the limitations set forth in subparagraphs (A)(i) and (B)(i) of section 12(d)(1) governing the purchase or other acquisition by such issuer of any security issued by any registered investment company and the sale of any security issued by any registered open-end investment company to any such issuer. For purposes of this paragraph: (A) Beneficial ownership by a company shall be deemed to be beneficial ownership by one person, except that, if the company owns 10 per centum or more of the outstanding voting securities of the issuer, and is or, but for the exception provided for in this paragraph or paragraph (7), would be an investment company, the beneficial ownership shall be deemed to be that of the holders of such company’s outstanding securities (other than short-term paper). (B) Beneficial ownership by any person who acquires securities or interests in securities of an issuer described in the first sentence of this paragraph shall be deemed to be beneficial ownership by the person from whom such transfer was made, pursuant to such rules and regulations as the Commission shall prescribe as necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of this title, where the transfer was caused by legal separation, divorce, death, or other involuntary event.” Based upon the above, Forte has been advised that the Offering is exempt under the 1940 Act and that the 3(c)(1) and/or 3(c)(5) exemption will apply. However, there are no assurances that this will ultimately be the case.

RISKS RELATED TO INVESTMENTS IN REAL ESTATE

Unless otherwise specified, references to “Forte” in this section shall include references to each Series.

Investment Delays

There may be a substantial period of time before the net proceeds of a Series Offering are used to acquire a suitable Property. There can be no assurance the Manager will be able to identify or negotiate acceptable terms for the acquisition of any Property that meets Forte’s investment criteria, or that Forte will be able to acquire any such Property on favorable terms. The Investors may also suffer delay in the event one or more Investors decide to forego or elect to defer their admission positions until a suitable Property is located. If Forte were to be unsuccessful in locating suitable Properties or if there are sufficient number of Investors who deferred in contributing capital to fund the Properties, the Investors and/or Members will suffer delays, and ultimately, the Series’ financial performance and value of the Membership Interests will suffer. Any delays in identifying and negotiating acquisitions of one or more Properties, or the decision to liquidate if the Series is unsuccessful in locating suitable Property, could adversely impact the Series and its Members.

Risk of Fluctuation in Property Values

Real estate investments are generally subject to varying degrees of risk depending on the nature of the property. Such risks include changes in general, national, regional and local economic conditions (such as the availability and cost of mortgage funds, which will in turn affect the demand for real estate), local real estate conditions (such as the supply and demand for residential, commercial or industrial real estate in the area), government regulation (such as usage, zoning, taxation of property and environmental legislation), the attractiveness of properties to potential purchasers or developers and competition from other available properties. In addition, each segment in the real estate development industry is capital intensive and is typically sensitive to interest rates, which may affect a Series’ ability to meet its investment objectives.

Because of (a) the various costs and expenses, other than the cost of the Properties, included in the purchase price of Membership Interests, and (b) the amounts to be set aside in reserve to manage a Properties and fund the Series’ operations throughout any anticipated hold period, achieving returns provided in this Offering Circular will be dependent upon the increase in the value of the Properties. The Manager would expect there to be an increase in value of the Properties due to the development of the single-family residential and multi-family properties and historical demand for acquisition of these asset classes. A Series’ success is expected to be impacted by socioeconomic changes, official regulations regarding the use of the Properties as well as on general economic conditions.

Governmental Condemnation Powers

Governmental condemnation powers could cause a forced sale possibly resulting in valuation and cost consequences to a Series. Properties may be taken either in whole or in part by a public authority with the power of eminent domain in a condemnation proceeding. Such a forced sale could have adverse consequences if, for example, the amount the Series receives as compensation for the taking is less than the anticipated value of a Property, or if a partial condemnation and taking impairs, or requires substantial changes in the Series development plans for such Property for which severance damages, if any, are inadequate. Such changes could also result in increased development costs for the Property, which could depress the price at which it could be sold. Similarly, in the event that a Property is the subject of a condemnation action, the Series could incur unanticipated legal, expert witness and related litigation expenses.

Increased Weakness and Volatility in the Real Estate Market

The ongoing COVID-19 pandemic may significantly reduce the amount of debt financing available for real estate projects in the U.S. Additionally, developers of real estate projects may find that financing acquisitions and

developments to be much more difficult to obtain, with more equity typically required to close such loans. This constraint may have an adverse impact on the real estate market. Some experts fear that as a consequence of steep declines in the amount of debt financing available for real estate, the current value of real estate investments may considerably decrease. These factors may have a negative impact on the value of one or more of the Properties, the Series’ ability to meet its investment objectives, and the value of Membership Interests.

Declines In Economic or Business Conditions

Declining general economic or business conditions may have a negative impact on business. Concerns over inflation, geopolitical issues, pandemics, the availability and cost of credit, the U.S. mortgage market, and the previous steep decline in the U.S. real estate market have contributed to increased volatility and diminished expectations for the U.S. and global economies, and expectations of slower global economic growth going forward. These factors, combined with declining business and consumer confidence and increased unemployment, have precipitated a global economic slowdown. If the economic climate in the U.S. does not improve or deteriorates, a Series’ ability to implement its business plan could be adversely affected, which would negatively impact the Series’ financial performance and the value of Membership Interests.

Limited Water Resources

In certain regions, there is a risk that the supply of water to a Property may be inadequate for the full development contemplated on such Property, and even if available, such water may be costly. Water shortages in these regions are possible, which would inhibit growth and reduce the value of any Properties that are located in these regions. In addition, the designated water purveyors for the areas in which the Properties are located may not have sufficient water available to service development. There can be no assurance that water or wastewater services will be available to serve the contemplated development of a Property on terms that are acceptable to the Series.

Series Creditors

If a Series defaults in its obligations to creditors, there may not be assets available to recover the Series’ interest in the Property after creditors exercise their remedies. If a Series defaults under any obligations secured by its interest in the Property, it is possible that a creditor could acquire its interest through foreclosure of such Property. Such party may seek to dispose of its interest in such Property at a substantial discount to the value paid by Members and may take other actions that could significantly affect the value of the Membership Interests.

Varying Political and Economic Climates

Levels of local government and the federal government in the states in which Properties are located could implement policies that would have an adverse effect on the value of such Properties. Examples of such policies are tax reform, land use restrictions, land ownership restrictions, transportation policies, development moratoriums, annexation proceedings, or other adverse economic or monetary policies. A decline in the economy in any of these regions may adversely affect the local economy and limit development. Finally, projections regarding future growth in any of these states may ultimately prove to be inaccurate.

Property Development Agreements

For the development of certain Properties, it will likely be necessary to enter into a development agreement, and obtain zoning and other approvals from local government agencies. The process of obtaining these approvals may take many months and the costs of holding a Property will accrue while regulatory approvals are being sought. These approvals may not be received in a timely manner or not be received in a manner that is acceptable to Forte. Failure to obtain acceptable approvals in a timely manner could have a significant negative effect on the value of a Property and, in turn, on the value of Membership Interests.

Competition

Some competitors may be better capitalized than a Series, their properties may be better located than the Properties, or they may have some other advantage relative to the Series. Certain of these competitors might have greater financial and other resources and greater operating flexibility than the Series. The existence of competing owners and developers of similar properties may have a material adverse effect on the ability of the Manager and its affiliates to market the Properties and could adversely affect the profitability of a Series.

Risks Related to Leverage

The purchase of Properties in which a Series invests may be financed with third-party debt. However, market and interest rate fluctuations may significantly decrease the availability and increase the cost of loans. While leveraging will generally enable Forte to increase the number of Properties it can invest in by reducing the equity investment required in a specific Property, leveraging will also increase the risk of loss on the leveraged Property. Furthermore, subsequent reductions in cash flow from the Series’ underlying Property could cause the debt service obligations to represent a substantially greater percentage of Property cash flow or even to exceed such cash flow. If Forte defaults on indebtedness secured by a given Property, the lender may foreclose and the Series could lose its entire investment in the given Property. In addition, recourse debt or cross-collateralized non-recourse debt subjects the other assets of Forte to risk of loss.

A Property loan may have variable interest rates. The ability of a Series to generate cash for distribution will be adversely affected if interest rates rise. In addition, it is likely that a loan will not be fully amortizing and thus a substantial balloon payment of principal will be due at maturity. The Series will attempt to sell or refinance its Property prior to the maturity date of the respective loan. If interest rates at the time of loan maturity are unfavorable, the Series may be unable to sell the Property on favorable terms, if at all, or to obtain an extension of the maturity date of the loan or to refinance the loan, which could subject the Property to foreclosure proceedings. Foreclosure would generally eliminate the Series’ equity in such Property. Furthermore, leveraging may also result in the receipt of some taxable income by investors (such as the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) plans) that are otherwise tax-exempt. (See “Income Tax Considerations” below).

Uninsured Losses

Although a Series intends to insure its Property in a manner the Series believes to be appropriate, there may be risks the Series has not foreseen and against which the Series has not insured. There are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, pandemics, earthquakes, floods, hurricanes, pollution or environmental matters that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or copayments. Insurance risks associated with potential acts of terrorism could sharply increase the premiums the Series pays for coverage against property and casualty claims. Even in cases where the Series has insured against a particular risk, the Series may incur losses related to a Property in excess of policy limits with respect to such Property, and any coverage obtained may be subject to large deductibles or copayments. The Series may not be able to insure against the total loss of the value of the Property nor the total value paid by the Members for Membership Interests.

Potential Development and Construction Delays and Resultant Increased Costs and Risks May Hinder Our Operating Results and Decrease Our Net Income

From time to time we may acquire unimproved real property or properties that are under development or construction. Investments in such properties will be subject to the uncertainties associated with the development and construction of real property, including those related to re-zoning land for development, environmental concerns of governmental entities and community groups and our builders’ ability to build in conformity with plans, specifications, budgeted costs and timetables. If a builder fails to perform, we may resort to legal action to rescind the purchase or the construction contract or to compel performance. A builder’s performance may also be affected or delayed by conditions beyond the builder’s control. We may incur additional risks when we make periodic progress payments or other advances to builders before they complete construction. These and other factors can result in increased costs of a project or loss of our investment. If our projections are inaccurate, we may pay too much for a property, and the return on our investment could suffer.

We May Not Be Able To Sell Our Properties at a Price Equal To, Or Greater Than, The Price For Which We Purchased Such Properties, Which May Lead To a Decrease In The Value Of Our Assets

The value of a property to a potential purchaser may not increase over time, which may restrict our ability to sell a property, or if we are able to sell such property, may lead to a sale price less than the price that we paid to purchase a property. Property Taxes Could Increase Due To Property Tax Rate Changes Or Reassessment, Which Could Impact Our Cash Flow.

The Series generally will be required to pay state and local taxes on its property. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. If the property taxes we pay increase, our financial condition, results of operations, cash flow, the value of our Interests and our ability to satisfy our principal and interest obligations and to make distributions to our investors could be adversely affected.

Costs Associated With Complying With The Americans With Disabilities Act and Similar Laws (Including But Not Limited To Fair Housing Amendments Act Of 1988 and The Rehabilitation Act Of 1973) May Decrease Cash Available For Distributions To Our Investors.

Our properties may be subject to the Americans with Disabilities Act of 1990, as amended, or the ADA. Under the ADA, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The Fair Housing Amendments Act of 1988 requires apartment communities first occupied after March 13, 1991 to comply with design and construction requirements for disabled access. For projects receiving federal funds, the Rehabilitation Act of 1973 also has requirements regarding disabled access. If one or more of our properties that we acquire are not in compliance with such laws, then we could be required to incur additional costs to bring the property into compliance. We cannot predict the ultimate amount of the cost of compliance with such laws. Noncompliance with these laws could also result in the imposition of fines or an award of damages to private litigants. Substantial costs incurred to comply with such laws, as well as fines or damages resulting from actual or alleged noncompliance with such laws, could adversely affect us, including our future results of operations and cash flows.

 Risks of Development, Renovation, and Undeveloped Property

Investment in Properties will require varying degrees of development to be made throughout. Properties that involve development will be subject to the general real estate risks described above and will also be subject to additional risks, such as unanticipated delays or excess costs due to factors beyond the control of the Manager and the Series. These factors may include (without limitation):

Tenant Improvement Risks

When a tenant at one of the properties does not renew its lease or otherwise vacates its space in one of the buildings, it is likely that, in order to attract one or more new tenants, a Series may be required to expend funds to construct new tenant improvements in the vacated space. Substantially all of the net offering proceeds will be invested in real estate properties and therefore, while a Series intends to manage its cash position or financing availability to pay for any improvements required for re-leasing, Forte cannot assure that it will have adequate sources of funding available to the Series for such purposes in the future. Should a Series have insufficient sources of funding for tenant improvements, the Series may be unable to meet the investment objectives, which could reduce the total amount of cash that the Series distributes to its Members.

Environmental Liabilities

Under various federal, state and local environmental laws, ordinances, and regulations, a current or previous real property owner or operator may be liable for the cost to remove or remediate hazardous or toxic substances on, under, or in such Property. These costs could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of the hazardous or toxic substances. Environmental laws also may restrict how the Property may be used or businesses may be operated, and these restrictions may require substantial expenditures and may limit Forte’s ability to market the Properties and sell such Properties to prospective purchasers that may be affected by such laws. These restrictions may also affect Forte’s ability to borrow money using the Properties as collateral. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for the release of and exposure to hazardous substances. Third parties may seek recovery from real property owners or operators for personal injury or property damage, or both,

associated with exposure to released hazardous substances. The cost of defending against claims of liability, of complying with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury or property damage claims could be substantial and significantly reduce the value of Membership Interests. Additionally, the dual jurisdiction of both the federal and state governments raises the risk of regulatory conflict or second-guessing with respect to remediation of a Property. Inconsistencies between federal, state, and local laws and regulations and their implementation involve the risk of uncertain time frames and unquantifiable costs in pursuing environmental remediation. No assurance can be given as to the timeliness of required administrative reviews, approvals, and other actions by environmental regulators with jurisdiction over any required remediation. Furthermore, it is possible that remediation standards applied by federal and state regulators will be made more stringent or will be modified materially in the future.

Potential Discovery of Archeological Sites

It is possible that an archeological site will exist on a Property without Forte’s knowledge when such Property is acquired. The presence of an archeological site may require Forte to preserve the site at its expense and may prevent the development of all or part of such Property. Even if there is ultimately found to be nothing of archaeological value on such Property, Forte may be required to respond to claims that archaeological sites are there.

Defending against such claims, even if Forte were ultimately successful, may be expensive and may hamper Forte’s ability to meet investment objectives.

Potential Discovery of Adverse Soil Conditions

The possibility exists that adverse soil conditions may exist on a Property. If adverse soil conditions were found to exist on a Property, Forte believes these conditions would likely not be detrimental to developing such Property with regards to neighboring properties, as nearby competing sites would likely also have similar soil conditions. Furthermore, in those regions in which adverse soil conditions exist, developers are accustomed to such conditions. Nonetheless, the possibility exists that adverse soil conditions on a Property could increase the costs of development of such Property, which would adversely affect its value and the value of Member investment.

Potential Discovery of Biologic Sensitivity

It is possible that a Property will become subject to biologically sensitive issues. Furthermore, the biologic condition of a Property could change over time given the ever-changing and migratory attributes of flora and fauna. Additionally, Forte could be required to take actions to mitigate any current or subsequent biologic sensitivity on a Property, or the impact development of such Property may have on sensitive biological resources. Any such mitigation requirements could have a material adverse effect on the value of a Property and Forte’s ability to meet investment objectives.

Risk Factors Related to Short Term Rental Properties

Many cities have enacted laws to regulate short-term rentals across the nation. The laws and regulations that govern the short-term rental market are constantly changing. As demand remains high, more and more cities and vacation destinations will continue to take steps to protect residential neighborhoods and guests alike. Common restrictions currently include:

·         Prohibition of short-term rental: Some cities completely prohibit short-term rentals. In California, the City of Santa Barbara defines short-term rentals as “hotels” that can only operate in designated zones and then only if all necessary approvals are obtained. In San Diego, short-term rentals are prohibited in any zone.

·         Limits to the number of rental properties in a location: Large cities and tourist destinations tend to have strict rules, such as placing limits on the number of short-term rentals in any given zone. For example, New Orleans, bans short-term rentals in the French Quarter, except for certain areas. The city even has the cooperation of Airbnb and city enforcement officers to track down violations and complaints.

·         Multiple dwelling laws: New York City has some of the toughest restrictions on short-term lets. To prevent disruption to residents and help prop up its hotel industry, New York’s Multiple Dwelling Law (“MDL”) only permits rentals of less than Thirty (30) days in “Class A” multiple dwellings (buildings with three or more families living independently) if a permanent resident is present. Penalty for the first violation is One Thousand Dollars ($1,000); Five Thousand Dollars ($5,000) for the second violation; and Seven Thousand Five Hundred Dollars ($7,500) for the third and subsequent violations. It is also illegal to advertise a rental that is prohibited by the MDL.

CONFLICTS OF INTEREST

Unless otherwise specified, all references to “Forte” in this section shall include references to each Series.

The following is a list of some of the important areas in which the interests of the Manager and its Affiliates may conflict with those of Forte and its Series. The Members must rely on the general fiduciary standards and other duties which may apply to a manager of a limited liability company to prevent unfairness by any of the aforementioned in a transaction with Forte. (See “Fiduciary Responsibility of the Manager” above).

Management Not Required to Devote Full-Time

The Manager is not required to devote its capacities full-time to a Series’ affairs, but only such time as the affairs of the Series may reasonably require.

Competition with Affiliates

There is no restriction preventing Forte or any of its Affiliates, principals, or management from competing with Forte by investing in other investment vehicles or sponsoring the formation of other investment groups like Forte to invest in similar areas, including real estate investment. Specifically, the Manager or its related parties may form, sponsor the formation of, manage or otherwise operate one or more investment vehicles and/or companies. These investment vehicles may have similar investment objectives, capital or waterfall structure, management, among others. Accordingly, there is an inherent conflict of interest between this Series and other investment vehicles. Although the Manager will make diligent efforts in mitigating conflicts of interest, however, Forte is nevertheless in competition with other investment vehicles. This situation would compel the Manager to make decisions that may at times favor persons other than Forte. The Operating Agreement exonerates Forte and its Affiliates, principals and management from any liability for investment opportunities given to other persons.

Other Companies, Partnerships, or Businesses

The Manager and its managers, principals, directors, officers or affiliates may engage, for their own account or for the account of others, in other business ventures similar to that of Forte or otherwise, and neither Forte nor any Member shall be entitled to any interest therein. As such, there exists a conflict of interest on the part of the Manager because there may be a financial incentive for the Manager to make transactions for private investors and other investment vehicles. Further, the Manager may be involved in creating other mortgage or real estate companies that may compete with Forte.

Forte will not have independent management and it will rely on the Manager and its managers, principals, directors, officers and/or affiliates for the operation of Forte. The Manager and these individuals/entities will devote only so much time to the business of Forte as is reasonably required. The Manager may have conflicts of interest in allocating management time, services and functions between various existing companies, the Manager and any future companies which it may organize as well as other business ventures in which it or its managers, principals, directors, officers and/or affiliates may be or become involved. The Manager believes it has sufficient staff to be fully capable of discharging its responsibilities.

Lack of Independent Legal Representation

Investors and Forte have not been represented by independent legal counsel to date. The use of the Manager’s counsel in the preparation of this Offering Circular and the organization of Forte may result in a lack of independent review. Investors are encouraged to consult with their own attorney for legal advice in connection with this Offering and any Series Offerings. Additionally, since legal counsel for the Manager prepared this Offering and all Series Offerings, legal counsel will not represent the interests of the Members at any time.

Conflict with Related Programs

The Manager and its managers, principals, directors, officers and/or Affiliates may cause Forte to join with other entities organized by the Manager for similar purposes as partners, joint venturers or co-owners under some form of ownership in certain projects, including, the Property. The interests of Forte and those of such other Series may conflict, and Forte controlling or influencing all Series may not be able to resolve such conflicts in a manner that serves the best interests of each Series.

Other Services Provided by the Manager or its Affiliates

The Manager or its Affiliates may provide other services to persons dealing with Forte. The Manager or its Affiliates are not prohibited from providing services to, and otherwise doing business with, the persons that deal with Forte, any Series, Membership Interests, or the Members.

LEGAL PROCEEDINGS

Forte has not been involved in any material litigation or arbitration within the past Five (5) years. Neither the Manager nor any of its managers, principals, directors or officers of Forte or Manager are now, or within the past Five (5) years have been, involved in any material litigation or arbitration.

INCOME TAX CONSIDERATIONS

Unless otherwise specified, all references to the “Forte” in this section shall include references to each Series.

The following discussion generally summarizes the material federal income tax consequences of an investment in Forte based upon the existing provisions of the Code, and applicable Treasury regulations thereunder, current administrative rulings and procedures and applicable judicial decisions. However, it is not intended to be a complete description of all tax consequences to Investors with respect to their investment in Forte. No assurance can be given that the United States Internal Revenue Service (“IRS”) or any applicable State taxing authority will agree with the interpretation of the current federal income tax laws and regulations summarized below. In addition, Forte or the Investors may be subject to state and local taxes in jurisdictions in which Forte may be deemed to be doing business.

ACCORDINGLY, ALL INVESTORS SHOULD INDEPENDENTLY SATISFY THEMSELVES REGARDING THE POTENTIAL FEDERAL AND STATE TAX CONSEQUENCES OF PARTICIPATION IN FORTE AND ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS, ATTORNEYS OR ACCOUNTANTS IN CONNECTION WITH ANY INTEREST IN FORTE. EACH INVESTOR/SHAREHOLDER SHOULD SEEK, AND RELY UPON, THE ADVICE OF THEIR OWN TAX ADVISORS IN EVALUATING THE SUITABILITY OF AN INVESTMENT IN FORTE IN LIGHT OF THEIR PARTICULAR INVESTMENT AND TAX SITUATION.

Tax Law Subject to Change

Frequent and substantial changes have been made, and will likely continue to be made, to the federal and state income tax laws. The changes made to the tax laws by legislation are pervasive, and in many cases, have yet to be interpreted by the IRS or the courts.

State and Local Taxes

A description or analysis of the State and local tax consequences of an investment in Forte is beyond the scope of this discussion. Prospective Members are advised to consult their own tax counsel and advisors regarding these consequences and the preparation of any state or local tax returns that an Investor may be required to file. The discussion of tax consequences herein is general in nature, and then only concerns federal tax consequences, to the limited extent discussed in this Offering Circular.

Federal Partnership Treatment

Forte is likely to be treated as a partnership under the Code. Assuming that Forte has been properly formed under Delaware law, is operated in accordance with applicable Delaware corporate and business law and the terms of the Operating Agreement, it is Forte’s opinion (subject to the discussion regarding “Taxable Mortgage Pools” below) that, if the matter were litigated, it is more likely than not that Forte would prevail as to its classification and would be taxed as a partnership for federal income tax purposes. If the IRS determined that Forte was an association taxable as a corporation for federal income tax purposes, there would be significant adverse tax consequences to Forte and possibly to its investors, including (without limitation) Forte would have to pay tax on its net income and then the investor would have to pay tax on any distributions as dividends as opposed to interest income.

IRS Audits

Informational returns filed by Forte are subject to audit by the IRS. The IRS devotes considerable attention to the proper application of the tax laws to partnerships. An audit of Forte’s return may lead to adjustments which adversely affect the federal income tax treatment of Membership Interests and cause Members to be liable for  tax deficiencies, interest thereon and penalties for underpayment. An audit of Forte’s tax return could also lead to an audit of their individual tax return that may not otherwise have occurred, and to the adjustment of items unrelated to Forte. Investors should make their determination to invest based on the economic considerations of Forte rather than any anticipated tax benefits. Furthermore, the IRS has taken the position in Temp. Reg. 1.163-9T that any interest on income taxes owed by an individual is personal interest, subject to limitations on deduction, regardless of the nature of the activity that produced the income that was the source of the tax.

If the IRS makes audit adjustments to Forte’s income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from Forte. Generally, Forte may elect to have the Members take such audit adjustment into account in accordance with their interest in Forte during the tax year under audit, but there can be no assurance that such election will be effective in all circumstances and the manner in which the election is made and implemented has yet to be determined. If Forte is unable to have the Members take such audit adjustment into account in accordance with their interests in Forte during the tax year under audit, current Members may bear some or all of the tax liability resulting from such audit adjustment, even if such Members did not own Membership Interests in Forte during the tax year under audit. If, as a result of any such audit adjustment, Forte is required to make payments of taxes, penalties and interest, cash available for distribution to Members might be substantially reduced. Forte may, at any time, during the existence of Forte or any predecessor of Forte, directly seek reimbursement of underpaid taxes, penalties, and interest from the Members who held Membership Interests during the year which is under IRS, state, or local audit examination, even if such Member has since redeemed its Membership Interest and is no longer a Member of Forte. Forte will designate the Manager (or a principal thereof) to act as the partnership representative who shall have the sole authority to act on behalf of Forte with respect to dealings with the IRS under these audit procedures. The acts of the Manager in its capacity as partnership representative, including the extension of statutes of limitation, will bind Forte and all Members. The Members will not have a right to participate in the audit proceedings.

Profit Objective

Deductions will be disallowed if they result from activities not entered into for profit to the extent that such deductions exceed an amount equal to the greater of: (a) the gross income derived from the activity; or (b) deductions (such as interest and taxes) that are allowable in any event.

The applicable Treasury Department regulations indicate a transaction will be considered as entered into for profit where there is an expectation of profit in the future, either of a recurring type or from the disposition of property. In addition, the Code provides, among other things, an activity is presumed to be engaged for profit if the gross income from such activity for Three (3) of the Five (5) taxable years ending with the taxable year in question exceeds the deductions attributable to such activity. It is anticipated that Forte will satisfy this test.

Property Held Primarily for Sale: Potential Dealer Status

Each Series has been organized to acquire real estate property. However, if a Series were at any time deemed for federal tax purposes to be holding one or more loans, notes, or properties primarily for sale to customers in the ordinary course of business (a “dealer”), any gain or loss realized upon the disposition of such loans, notes or properties would be taxable as ordinary gain or loss rather than as capital gain or loss. The federal income tax rates for ordinary income are currently higher than those for capital gains. In addition, income from sales of loans, notes and properties to customers in the ordinary course of business would also constitute unrelated business taxable income to any Members which are tax-exempt entities. Under existing law, whether or not real property is held primarily for sale to customers in the ordinary course of business must be determined from all the relevant facts and circumstances. Forte intends to make and hold Properties for investment purposes only, and to dispose of such Properties, by sale or otherwise, at the discretion of the Manager and as consistent with Forte’s investment objectives. It is possible that, in so doing, Forte will be treated as a “dealer” in mortgage loans, notes and properties, and that profits realized from such sales will be considered unrelated business taxable income to otherwise tax-exempt Investors in Forte.

Portfolio Income

A primary source of Series income will be interest, which is ordinarily considered “portfolio income” under the Code. Similarly, Temporary Regulations issued by the IRS in 1988 (Temp. Reg. Section 1.469-2T(f)(4)(ii)) confirmed that net interest income from an equity-financed lending activity such as Forte will be treated as portfolio income, not as passive income, to Members. Therefore, Members will not be entitled to treat their proportionate share of Series income as passive income, against which passive losses (such as deductions from unrelated real estate investments) may be offset.

Understatement Penalties

Forte will be subject to substantial understatement penalty in the event that it understates its income tax. The IRS imposes a penalty of Twenty Percent (20%) on any substantial understatement of income tax. Furthermore, the IRS can charge interest on underpayments of income tax exceeding One Hundred Thousand Dollars ($100,000) for any tax year owing by certain corporations at a rate that is higher than the normal interest rate. The Manager strongly advises prospective investors to consult with their own tax advisor to be sure that they fully evaluate the proposed tax treatment of the Series as described herein.

Unrelated Business Taxable Income

A Series may generate unrelated business taxable income for Members that are qualified plans such as self-directed IRAs, or tax exempt organizations such as pension/benefit plan investors, colleges, universities, private foundations and charitable remainder trusts. Particularly if Forte pursues a credit facility or leverage, it is highly likely that Forte may generate unrelated business taxable income for such Members. Investors should be aware also that the issue of how the unrelated business taxable income of a qualified plan or exempt organization should be taxed is regularly under discussion by one or more committees of Congress. Forte advises that all Members, particularly Members with qualified plans or exempt organizations, consult with their own tax advisor to be sure they fully evaluate the impact of unrelated business taxable income for Members.

Other Tax and Regulatory Matters

An investment in the Membership Interests involves complex U.S. federal income tax considerations which will differ for each investor. The discussion of certain U.S. federal income tax considerations contained in this Offering Circular is provided for informational purposes only and does not purport to be a complete analysis or discussion of all potential tax considerations that may be relevant to the acquisition of Membership Interests. In particular, this Offering Circular does not contain a discussion of state, local, or non-U.S. tax considerations related to the acquisition of Membership Interests. The discussion of certain

U.S. federal tax considerations contained in this Offering Circular neither binds the IRS nor precludes it from adopting a contrary position. U.S. federal income tax treatment of Forte and Members that is materially different from the treatment discussed in this Offering Circular might occur, including the taxation of Forte as a corporation (rather than as a partnership), the taxation of Members at ordinary income tax rates (rather than at long term capital gains rates), or the treatment of income and/or gain from Forte as unrelated business taxable income. Furthermore, Members may be required to pay annual income taxes in respect with their Membership

Interests even though no distributions have been made. Forte will not be obligated to make distributions to cover any Member’s income tax liability arising from such Member’s ownership of Membership Interests.

Investors are urged to consult their own tax advisors prior to investing in Forte with respect to their specific U.S. federal, state, local, and non-U.S. tax consequences from the acquisition of Membership Interests in Forte. Forte has not requested and will not request any rulings from the IRS concerning the federal income tax matters discussed in this Offering Circular.

By purchasing shares in this Offering, Members are bound by the arbitration provisions contained in the Subscription Agreement and the Operating Agreement which limit a Member’s ability to bring class action lawsuits or seek remedy on a class basis, including with respect to securities law claims

By purchasing shares in this Offering, Members agree to be bound by the arbitration provisions contained in the subscription agreement and the operating agreement (each an “Arbitration Provision” and collectively, the “Arbitration Provisions”). Such Arbitration Provisions apply to claims under the U.S. federal securities laws and to all claims that are related to Forte, including with respect to this Offering, Forte’s holdings, its Membership Interests, ongoing operations and the management of Forte’s investments, among other matters and limit the ability of Members to bring class action lawsuits or similarly seek remedy on a class basis. Furthermore, because the Arbitration Provision is contained in the Operating Agreement, such Arbitration Provision will also apply to any purchasers of shares in a secondary transaction.

By agreeing to be subject to the Arbitration Provisions, Members are severely limiting their rights to seek redress against Forte in court. For example, a Member may not be able to pursue litigation for any claim in state or federal courts against Forte, the Manager, or their respective directors, managers, officers, and employees including with respect to securities law claims, and any awards or remedies determined by the arbitrators may not be appealed. In addition, arbitration rules generally limit discovery, which could impede a Member’s ability to bring or sustain claims, and the ability to collect attorneys’ fees or other damages may be limited in the arbitration, which may discourage attorneys from agreeing to represent parties wishing to commence such a proceeding.

Specifically, the Arbitration Provisions provide that either party may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a claim be final and binding arbitration. Forte has not determined whether it will exercise its right to demand arbitration but reserve the right to make that determination on a case-by-case basis as claims arise. In this regard, the Arbitration Provision is similar to a binding arbitration provision as Forte is likely to invoke the Arbitration Provision to the fullest extent permissible.

Any arbitration brought pursuant to the Arbitration Provisions must be conducted in the State of Washington, in the county of King. The term “Claim” as used in the Arbitration Provisions is very broad and includes any past, present, or future claim, dispute, or controversy involving a Member (or persons claiming through or connected with the Member), on the one hand, and Forte (or persons claiming through or connected with Forte), on the other hand, relating to or arising out of the Member’s subscription agreement, Forte and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including (except an individual Claim that Member may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court) the validity or enforceability of the Arbitration Provisions, any part thereof, or the entire subscription agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of the Arbitration Provisions is

be given the broadest possible interpretation that will permit it to be enforceable. Based on discussions with and research performed by Forte’s counsel, Forte believes that the Arbitration Provisions are enforceable under federal law, the laws of the State of Washington, or under any other applicable laws or regulations. However, the issue of enforceability is not free from doubt and to the extent that one or more of the provisions in the Subscription Agreement or the Operating Agreement with respect to the Arbitration Provisions or otherwise requiring Members to waive certain rights were to be found by a court to be unenforceable, Forte would abide by such decision. Notwithstanding the foregoing, if this Arbitration Provision applies to federal securities law claims, the Member cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Further, potential Members should consider that Subscription Agreement and the Operating Agreement restricts the ability of the Members to bring class action lawsuits or to similarly seek remedy on a class basis, unless otherwise consented to by Forte or its Manager. These restrictions on the ability to bring a class action lawsuit are likely to result in increased costs, both in terms of time and money, to individual Members who wish to pursue claims against Forte.

BY AGREEING TO BE SUBJECT TO THE ARBITRATION PROVISIONS, MEMBERS WILL NOT BE DEEMED TO WAIVE FORTE’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

ERISA CONSIDERATIONS

Unless otherwise specified, all references to the “Forte” in this section shall include references to each Series.

The following is a discussion of how certain requirements of the ERISA and the Code relating to Employee Benefit Plans and certain Other Benefit Arrangements (each as defined below) may affect an investment in the Membership Interests. It is not, however, a complete or comprehensive discussion of all employee benefits aspects of such an investment. If the Investors are trustees or other fiduciaries of an Employee Benefit Plan or Other Benefit Arrangement, before purchasing Membership Interests, they should consult with their own independent legal counsel to assure that the investment does not violate any of the applicable requirements of ERISA or the Code, including, without limitation, the ERISA fiduciary rules and the prohibited transaction requirements of ERISA and the Code.

ERISA Fiduciary Duties

Under ERISA, persons who serve as trustees or other fiduciaries of an Employee Benefit Plan have certain duties, obligations and responsibilities with respect to the participants and beneficiaries of such plans. Among the ERISA fiduciary duties are the duty to invest the assets of the plan prudently, and the duty to diversify the investment of plan assets so as to minimize the risk of large losses. An “Employee Benefit Plan” is a plan subject to ERISA that is an employee pension benefit plan (such as a defined benefit pension plan or a section 401(k) or 403(b) plan) or any employee welfare benefit plan (such as an employee group health plan).

Prohibited Transaction Requirements

Section 406 of ERISA and Section 4975 of the Code proscribe certain dealings between Employee Benefit Plans or Other Benefit Arrangements, on the one hand, and “parties in interest” or “disqualified persons” with respect to those plans or arrangements on the other. An “Other Benefit Arrangement” is a benefit arrangement described in Section 4975(e)(1) of the Code (such as a self-directed IRAs, other than an Employee Benefit Plan.

Prohibited transactions include, directly or indirectly, any of the following transactions between an Employee Benefit Plan or Other Benefit Arrangement and a party in interest or disqualified person:

(a)        sales or exchanges of property;

(b)        lending of money or other extension of credit;

(c)        furnishing of goods, services or facilities; and

(d)        transfers to, or use by or for the benefit of, a party in interest or disqualified person of any assets of the Employee Benefit Plan or Other Benefit Arrangement.

In addition, prohibited transactions include any transaction where a trustee or other fiduciary of an Employee Benefit Plan or Other Benefit Arrangement:

(a)        deals with plan assets for his own account,

(b)        acts on the behalf of parties whose interests are adverse to the interest of the plan, or

(c)        receives consideration for his own personal account from any party dealing with the plan with respect to plan assets.

The terms “party in interest” under ERISA and “disqualified person” under the Code have similar definitions. The terms include persons who have particular relationships with respect to an Employee Benefit Plan or Other Benefit Arrangement, such as:

(a)        fiduciaries;

(b)        persons rendering services of any nature to the plan;

(c)        employers any of whose employees are participants in the plan, as well as owners of Fifty Percent (50%) or more of the equity interests of such employers;

(d)        spouses, lineal ascendants, lineal descendants, and spouses of such ascendants or descendants of any of the above persons;

(e)        employees, officers, directors and Ten Percent (10%) or more owners of such fiduciaries, service providers, employers or owners;

(f)         entities in which any of the above-described parties hold interests of Fifty Percent (50%) or more; and

(g)        Ten Percent (10%) or more joint venturers or partners of certain of the parties described above.

(h)        Certain transactions between Employee Benefit Plans or Other Benefit Arrangements and parties in interest or disqualified persons that would otherwise be prohibited transactions are exempt from the prohibited transaction rules due to the application of certain statutory or regulatory exemptions. In addition, the United States Department of Labor (the “DOL”) has issued class exemptions and individual exemptions for certain types of transactions. Violations of the prohibited transaction rules may require the prohibited transactions to be rescinded and will cause the parties in interest or disqualified persons to be subject to excise taxes under Section 4975 of the Code.

Investments in Forte

If any Investor is a fiduciary of an Employee Benefit Plan, the investor must act prudently and ensure that the plan’s assets are adequately diversified to satisfy the ERISA fiduciary duty requirements. Whether an investment in Forte is prudent and whether an Employee Benefit Plan’s investments are adequately diversified must be determined by the plan’s fiduciaries in light of all of the relevant facts and circumstances. A fiduciary should consider, among other factors, the limited marketability of the Membership Interests.

Investors also should be aware that under certain circumstances the DOL may view the underlying assets of Forte as “plan assets” for purposes of the ERISA fiduciary rules and the ERISA and the Code prohibited transaction rules. DOL regulations indicate that Forte assets will not be considered plan assets if less than Twenty-Five Percent (25%) of the value of the Membership Interests is held by Employee Benefit Plans and Other Benefit Arrangements.

Forte anticipates that if any Investor is an Employee Benefit Plan subject to ERISA, Forte will limit the investments by all Employee Benefit Plans and Other Benefit Arrangements to ensure that the Twenty-Five Percent (25%) limit is not exceeded. Because the Twenty-Five Percent (25%) limit is determined after every subscription or redemption, Forte has the authority to require the redemption of all or some of the Interests held by any Member that is an Employee Benefit Plan or Other Benefit Arrangement if the continued holding of such Interests, in the sole opinion of Forte, could result in Forte being subject to the ERISA fiduciary rules.

If there are no Employee Benefit Plan investors in Forte, Forte anticipates that investments by Other Benefit Arrangements (such as self-directed IRAs) may exceed the Twenty-Five Percent (25%) limit. This situation may cause the underlying assets of Forte to be considered plan assets for purposes of the Code prohibited transaction rules. In such a case, the Other Benefit Arrangement investors must ensure that their investments do not constitute prohibited transactions under Section 4975 of the Code. Such investors should consult with independent legal counsel on these issues.

Special Limitations

The discussion of the ERISA fiduciary aspects and the ERISA and Code prohibited transaction rules contained in this Offering Circular is not intended as a substitute for careful planning. The applicability of ERISA fiduciary rules and the ERISA or Code prohibited transaction rules to Investors may vary from one Investor to another, depending upon that Investor’s situation. Accordingly, Investors should consult with their own attorneys, accountants and other personal advisors as to the effect of ERISA and the Code on their situation of a purchase and ownership of the Membership Interests and as to potential changes in the applicable law.

SUMMARY OF THE OPERATING AGREEMENT

The following is a summary of the Operating Agreement, and is qualified in its entirety by the terms of the Operating Agreement itself. In the event of any conflict, misunderstanding or ambivalence between, or resulting from, the summary below and the actual terms of the Operating Agreement, the latter shall govern.

Potential investors are urged to carefully read the entire Operating Agreement, which is set forth as Exhibit B to this Offering Circular.

Accounting and Reports

Annual reports concerning the Series’ business affairs, including the Series’ annual income tax return, will be provided to Members electronically through the Forte Platform. Each Member will receive its respective tax documents as required by applicable law. The Manager may, at its sole and absolute discretion, designate any person or entity to outside provide tax and accounting advice to the Series, at any time and for any reason.

The Manager, or its selected property management firm, presently intends to maintain the Series’ books and records on the accrual basis for bookkeeping and accounting purposes, and also intends to use the accrual basis method of reporting income and losses for federal income tax purposes. The Manager reserves the right to change such methods of accounting if the manager determines it is in the best interest of the Series.

Membership Interests

As set forth in the Operating Agreement, “Membership Interests” represent a Member’s interests in a particular Series. Membership Interests do not represent any fixed or absolute percentage interest representing ownership in the Series, but instead Membership Interests represent a fluctuating percentage interest in the Series. The amount of any Member’s actual percentage interest at any time representing ownership in the Series shall generally be determined at such time by the amount of such Member’s capital account balance divided by the total amount of all Members’ capital account balances outstanding (it being understood that each Member’s Membership Interests (and corresponding percentage interest in the Series) outstanding may fluctuate and change from time to time).

Each Series will establish and maintain a capital account for a Member upon admission to the Series, in which the amount paid by such Member for purchase of Membership Interests will be credited with that amount to the capital account. Thereafter, Member’s capital account may be adjusted on a quarterly basis by the following: (1) the Member’s capital account balance will be increased by (i) the amount of any money the Member contributes to the Series’ capital to purchase additional Membership Interests, and (ii) the Member’s share of the Series’ profits and any separately stated items of income or gain; and (2) the Member’s capital account balance will be decreased by: (i) the amount of any money the Series distributes to the Member; (ii) the Member’s share of the Series losses and any separately stated items of deduction or loss; and (iii) the amount of any withdrawals or redemption made by such Member in accordance with the redemption plan.

Allocations of profit, gain and loss in the Series are made, as required by law, in proportion to the Members’ respective capital accounts. Voting rights are based upon the number of Membership Interests each Member owns.

Voting Rights

Members will have very limited voting rights. Members do not elect or vote on the Manager, except as otherwise set forth in the Operating Agreement, and do not have any voting rights on matters affecting the Series’ business, and therefore limited ability to influence decisions regarding the Series business.

 Other Governance Matters

The Operating Agreement vests most other decisions relating to the assets and to the business of the Series, including decisions relating to acquisitions and dispositions, the issuance of additional Membership Interests, and other decisions relating to the Series, in the Manager.

Compensation to Manager and Affiliates

Each Series will compensate the Manager and Affiliates as described in “Manager’s Compensation” herein above.

Manager’s Tenure

The Manager may withdraw from the management at any time, upon Thirty (30) days’ written notice to all Members. In any such event, a majority of the Members shall promptly elect a successor as Manager; provided, however, if the then Manager desires to appoint an Affiliate as the new Manager, then such Affiliate may become the Manager without Member approval.

Distributions

A Series will make distributions of income as described in the “Cash Distributions”.

Operating Expenses

A Series shall pay its own general administrative and operating expenses in accordance with the Allocation Policy. It shall reimburse the Manager for any expenses incurred by the Manager that are properly considered ordinary and reasonable business expenses of the Series (and the Manager’s administrative and/or operating expenses).

Profits and Losses

A Series’ profit or loss for any taxable year, including the taxable year in which the Series is dissolved, will be allocated among the Members in proportion to the capital account balances held during the applicable tax reporting period.

Restrictions on Transfer

The transferability of Membership Interests will be subject to the securities laws under Regulation A, Tier II. Any transferee must be a person that would have been qualified to purchase a Membership Interests in this Offering. No Membership Interests may be transferred if, in the sole judgment of the Manager, a transfer would jeopardize the availability of exemptions from the registration requirements of federal securities laws, jeopardize the tax status of Forte as a limited liability company taxed as a partnership, or cause a termination of Forte for federal income tax purposes.

A transferee may not become a substitute Member without the consent of the Manager. Such consent may not be unreasonably withheld if the transferor and the transferee comply with all the provisions of the Membership Agreement and applicable law. A transferee who does not become a substitute Member has no right to vote in matters brought to a vote of the Members, or to receive any information regarding Forte or to inspect Forte books, but is entitled only to the share of income or return of capital to which the transferor would be entitled.

Rights and Liabilities of Members

The rights, duties and powers of Members are governed by the Operating Agreement and applicable Delaware corporate and business law, and the discussion herein of such rights, duties and powers is qualified in its entirety by reference to them.

Rights, Powers, and Duties of Manager

Subject to the right of the Members to vote on specific matters, the Manager will have complete charge of the business of Forte and each Series. The Manager is not required to devote itself full-time to Forte and each Series affairs but only such time as is required for the conduct of the business of Forte and each Series. The Manager has the power and authority to act for and bind each Series. The Manager is granted the special power of attorney of each Member for the purpose of executing any document which the Members have agreed to execute and deliver.

Dissolution and Wind-Up

Forte will not cease to exist immediately upon the occurrence of a Series’ event of dissolution. Upon dissolution of a Series, the Manager will bring to a close the Series’ affair by liquidating the Series’ assets as promptly as is consistent with obtaining the fair market value thereof, either by sale to third parties or otherwise until a suitable sale can be arranged. All funds received shall be applied to satisfy or provide for Series debts and liabilities and the balance, if any, shall be distributed to Members on a pro-rata basis.

Redemption Policy and Other Events of Disassociation

The Manager may, at its sole and absolute discretion, cause a Series to repurchase Membership Interests from Members desiring to resign from the Series or as a part of a plan to reduce the outstanding capital of the Series. There is no guarantee that the Series will have sufficient funds to cause the redemption of any Membership Interests. Therefore, any investment in a Series should be considered illiquid.

A Series may also expel a Member for cause if the Member has materially breached or is unable to perform the Member’s material obligations under the Operating Agreement. A Member’s expulsion from the Series will be effective upon the Member’s receipt of written notice of the expulsion by the Series.

Upon any expulsion, transfer of all of Membership Interests, withdrawal or resignation of any Member, an event of disassociation shall have occurred and (a) the Member’s right to participate in the Series’ governance, receive information concerning the Series’ affairs and inspect the Series’ books and records will terminate and (b) unless such disassociation resulted from the transfer of the Member’s Membership Interests, the Member will be entitled to receive the distributions to which the Member would have been entitled as of the effective date of the dissociation had the dissociation not occurred until the Member has fully redeemed or withdrawn its Membership Interests in accordance with the terms herein. The Member will remain liable for any obligation to the Series that existed prior to the effective date of the dissociation, including, without limitation, any costs or damages resulting from the Member’s breach of the Operating Agreement. Under most circumstances, the Member will have no right to any return of its capital prior to the termination of the Series unless the Manager elects, at its sole and absolute discretion, to return capital to a Member.

The effect of redemption or disassociation on Members who do not sell or return their Membership Interests will be an increase in each Member’s respective percentage interest in the Series and therefore an increase in each Member’s respective proportionate interest in the future earnings, losses and distributions of the Series and an increase in the respective relative voting power of each remaining Member. Notwithstanding anything to the contrary herein, redemption shall be at the sole and absolute discretion of the Manager and the Manager shall not be compelled to redeem or repurchase Membership Interests at any time or for any reason.

The redemption of Membership Interests shall be subject to the Series’ availability of sufficient cash to pay the expenses of the Series, maintain any Capital Expenditure Reserve and pay the redemption or withdrawal amounts to other Members who requested withdrawal or redemption in the order of the request. No redemption may be made that would render the Series unable to pay its obligations as they become due. A Series shall not be required to sell its assets to raise cash to effectuate any redemption.

A redeeming Member shall have the rights of a transferee until such time as the Series has actually redeemed those Membership Interests, that is, the Member shall be entitled to receive distributions, but shall not be entitled to vote. Redeemed Membership Interests revert to authorized but unissued Membership Interests and the former holder retains no interest of any kind in such Membership Interests.

LEGAL MATTERS

The Manager has retained Fortra Law of Irvine, California to advise it in connection with the preparation of this Offering, the Operating Agreement, the Subscription Agreement and any other documents related thereto. Fortra Law has not been retained to represent the interests of any Investors or Members in connection with this Offering. Investors that are evaluating or purchasing Membership Interests should retain their own independent legal counsel to review this Offering, the Offering Circular, the Operating Agreement, the Subscription Agreement and any other documents related to this Offering, and to advise them accordingly.

ADDITIONAL INFORMATION AND UNDERTAKINGS

Forte and Manager undertake to make available to each Investor every opportunity to obtain any additional information from them necessary to verify the accuracy of the information contained in this Offering Circular, to the extent that they possess such information or can acquire it without unreasonable effort or expense. This additional information includes all the organizational documents of Forte, recent financial statements for Forte and all other documents or instruments relating to the operation and business of Forte that are material to this Offering and the transactions described in this Offering Circular.

The financial statements as of and for the two months ended December 31, 2024 included in this Offering are audited.

Fortra Law is providing legal services relating to this Form 1-A.

Forte Investment Fund, LLC and Subsidiary

Consolidated Financial Statements

Financial Statements

December 31, 2024

Table of Contents

Duner and Foote

Certified Public Accountants
www.DunerCPA.com

MEMBER OF

CALIFORNIA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITOR’S REPORT

To the Members of

Forte Investment Fund, LLC and Subsidiary

Opinion

We have audited the accompanying financial statements of Forte Investment Fund, LLC and Subsidiary (“the Fund”), a Delaware series limited liability company, which comprise the consolidated balance sheet as of December 31, 2024, and the related consolidated statement of income and changes in members’ equity, and cash flows for the eight months then ended and the related notes to the consolidated financial statements.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Forte Investment Fund, LLC and Subsidiary as of December 31, 2024, and the results of its operations and its cash flows for the eight months then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of Forte Investment Fund, LLC and Subsidiary and to meet our other ethical responsibilities in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation and maintenance of internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Forte Investment Fund, LLC’s and Subsidiary’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit is conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Duner and Foote LLP

Certified Public Accountants

Irvine, California

February 19, 2025

FORTE INVESTMENT FUND, LLC AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2024

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
SEE INDEPENDENT AUDITOR’S REPORT

FORTE INVESTMENT FUND, LLC AND SUBSIDIARY
CONSOLIDATED STATEMENT OF INCOME
FOR THE EIGHT MONTHS ENDED DECEMBER 31, 2024

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
SEE INDEPENDENT AUDITOR’S REPORT

FORTE INVESTMENT FUND, LLC AND SUBSIDIARY
STATEMENT OF CHANGES IN MEMBERS’ EQUITY 

FOR THE EIGHT MONTHS ENDED DECEMBER 31, 2024

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
SEE INDEPENDENT AUDITOR’S REPORT

FORTE INVESTMENT FUND, LLC AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE EIGHT MONTHS ENDED DECEMBER 31, 2024

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
SEE INDEPENDENT AUDITOR’S REPORT

FORTE INVESTMENT FUND, LLC AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2024

NOTE 1 - ORGANIZATION

Forte Investment Fund, LLC (the “Fund”) is a Delaware series limited liability company formed May 2, 2024 for the purpose of acquiring, managing, constructing, leasing, and/or selling real estate properties throughout the United States, with a primary focus on New Jersey and Maryland. The Fund is headquartered in Newton, Massachusetts and is managed by Forte Partners Global, Inc., a Massachusetts corporation.

As a series limited liability company, the Fund intend to conduct a series offering of membership interests, allowing investors to participate in designed real estate investments through separate series. Each series will be established for the purpose of owning a single property, and generally intends to acquire the series property prior to the commencement or closing of that series offering. Additionally, each series will have a separate closing, its own profit and loss allocation, and its own fees and expenses. The offer and sale of membership interests for each series shall be made pursuant to a post-qualification amendment.

In December of 2024, the Fund formed Forte Series A LLC, a wholly owned subsidiary of Forte Investment Fund, LLC. Forte Series A LLC was established to hold real estate assets anticipated to be acquired in 2025.

For financial reporting purposes, Forte Investment Fund, LLC and its wholly owned subsidiary, Forte Series A LLC (collectively referred to as the “Fund and Subsidiary”), have been presented on a consolidate basis in accordance with the generally accepted accounting principles (“GAAP”).

The Forte will commence immediately upon qualification of the offering by the Securities and Exchange Commission. The maximum offering will in accordance with Tier II of Regulation A as set forth under the Securities Act of 1933. The Fund intends to offer the membership interests described herein on a continuous and ongoing basis.

The proceeds received in a series offering will be applied in the following order of priority of payment: (1) Property acquisition cost; (2) Offering expenses; (3) Acquisition expenses. Property acquisition cost is the actual cost of the series property that is paid to the property seller. Offering expenses include legal, accounting, escrow, underwriting, filing, and compliance costs related to a series offering. Acquisition expenses include all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, appraisal, development, and acquisition of the series property. Each series will be responsible for its acquisition expenses which it will pay out of the proceeds of its series offering.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Method of Accounting – The Fund and Subsidiary maintain accounting records under the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents – The Fund and Subsidiary consider all short-term, highly liquid unrestricted investments with original maturities of three months or less when purchased to be cash equivalents. As of December 31, 2024, cash and cash equivalents totaled $0.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments – Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 825, Financial Instruments, requires disclosure of fair value information about financial instruments. Management believes the fair value of financial instruments approximates their carrying amounts. The carrying value of cash and cash equivalents and certain other liabilities approximate their estimated fair values due to the short-term nature of these instruments.

Concentrations of Credit Risk – Financial instruments which potentially subject the Fund and Subsidiary to concentrations of credit risk consist primarily of cash deposits and trust deed notes receivables. The Fund and Subsidiary have not experienced any losses on its bank deposit accounts, and believes it is not exposed to any significant credit risk on its accounts. The Fund and Subsidiary do not have an operating history. The prior performance of the Manager or its affiliated entities do not predict future results for the Fund and Subsidiary Therefore, no assurance can be given that the Fund and Subsidiary will achieve its investment objectives.

Management Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, the Fund and Subsidiary evaluate its estimates, including those related to the any allowance for losses and contingencies. The Fund and Subsidiary base its estimates on historical experience and on various assumptions, the results of which form the basis for making judgments about the carrying values of assets and liabilities that may not be readily apparent from other sources. Actual results could differ from those estimates.

Risks and Uncertainties – Real estate assets are subject to risks and uncertainties due to real estate market volatility, interest rate volatility, and credit risk. Due to the level of such risks and uncertainties, it is at least reasonably possible that changes in the values of the real estate assets will occur in the near term, and that such changes could materially affect the amounts reported in the balance sheet, statement of income and changes in members’ equity.

Revenue Recognition – In general, the Fund and Subsidiary recognize revenue from contracts when specific milestones and performance obligations are met in accordance with ASC 606. Each milestone is allocated a specific transaction price within the contract and is agreed upon with the customer in the contract. These milestones depend on each contract and terms. Revenue earned from contracts can range from rental income charged to tenants to gains earned based on the excess of proceeds over carrying value on the disposition of an asset less its selling expenses.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes – The Fund and Subsidiary are limited liability companies for federal and state income tax purposes. Under the laws pertaining to income taxation of limited liability companies, no income tax is paid by Forte as an entity. Each individual member reports on their income tax returns their distributive share of the Fund and Subsidiary’s income, gains, losses, deductions and credits, whether or not any actual distribution is made to such member during a taxable year. There has not been a provision for income taxes accrued during the Fund and Subsidiary’s first year of operation.

NOTE 3 – FUND PROVISIONS

The Fund is a series Delaware limited liability company. The rights, duties, and powers of the members of the Fund are governed by the offering circular. The following description of the Fund’s offering circular provides only selected information. Members should refer to the Fund’s offering circular for a more complete description of the various provisions.

Profits and Losses – A series’ profit or loss for any taxable year, including the taxable year in which the series is dissolved, will be allocated among the members in proportion to the capital account balances held during the applicable tax reporting period.

Member Withdrawal – Members may not withdraw their interests until the dissolution of each series offering, or as otherwise permitted in Forte’s operating agreement. Members who wish to withdraw before the dissolution of a series offering will be subject to a penalty of 3% of the member’s withdrawal proceeds.

A member of any series may request that Fund redeem all or any portion of their interests, subject to the terms, condition and restrictions of the redemption policy as outlined in the operating agreement.

Restrictions on Transfer - A member may transfer its membership interest in a series only in compliance with the operating agreement. Furthermore, the membership interests have not been registered with the Securities and Exchange Commission under the Securities Act of 1933. There is no public market for the membership interests, and none is expected to develop in the future. Even if a potential buyer could be found, membership interests may not be resold or transferred without satisfying certain conditions designed to comply with applicable tax and securities laws, including, without limitation, provisions of the Securities Act, Rule 144 thereunder, and the requirement that certain legal opinions be provided to the Manager with respect to such matters. A transferee must meet the same investor qualifications as the members admitted during the series offering.

NOTE 3 – FUND PROVISIONS (CONTINUED)

Cash Distributions – There are two general categories of income derived from a series: (1) Periodic cash flow; and (2) Capital transaction proceeds.

Periodic Cash Flow – This is income that is generally made on a periodic basis with a certain frequency. An example of periodic cash flow may be rental income from a property, and/or other periodic cash flow generated from a property less associated expense. Periodic cash flows will be distributed monthly or quarterly. Periodic cash flow will be distributed 80% to Members and 20% to the Manager.

Capital Transaction Proceeds - These are transaction-based income derived from a property. Transaction-based income includes, without limitation, the sale, refinance, and/or disposition of a property. Capital Transaction Proceeds are distributed only to Members.

In the event of uncertainty or ambiguity as to whether a source of income is categorized as periodic cash flow or capital transaction proceeds, the Manager shall have the sole and absolute discretion to determine such a category. The manner in which income is distributed from a series will depend on the source of income.

NOTE 4 – COMMISSIONS FOR SELLING MEMBERSHIP INTERESTS

The Fund has retained the services of Dalmore Group, LLC (“Dalmore”) as a third-party independent broker to act as the broker of record in the sale of the membership interests. Dalmore is a broker firm registered with the Financial Industry Regulatory Authority (“FINRA”). Forte will pay Dalmore 1.0% of the aggregate amount raised by Fund. Any commission and/or fees payable to Dalmore will be paid by Forte and are considered an expense to Fund.

NOTE 5 – RELATED PARTY TRANSACTIONS

Forte Partners Global, Inc. (“the Manager”), a Massachusetts corporation, is the Manager of the Fund. The following is a summary of significant items of compensation that Forte Partners Global, Inc realizes from Forte:

Asset Management Fee – The Manager shall earn an asset management fee equal to an annualized rate of 2% of series’ net asset value. The asset management fee shall be paid either quarterly or monthly depending on the specific series. Any leverage that is utilized in the series to acquire property or otherwise shall not be included in calculating the asset management fee for the series.

NOTE 5 – RELATED PARTY TRANSACTIONS (CONTINUED)

Series Property Management Fee – The Manager shall be entitled to receive a monthly property management fee for managing a series’ property (“Property Management Fee”). The Property Management Fee shall generally equal to an annualized rate of 5.0% to 7.0% of the monthly gross rents received from the series property and calculated as an expense within each series. The Property Management Fee will be determined based on prevailing market rates and will be negotiated with a local property manager on a case-by-case and arms’ length basis. The Manager may appoint a third party or an affiliate to act as property manager, at the Manager’s discretion. In certain circumstances the nature of the property management needs may be different from one series property to another, such as a series property being operated a short-term rental, and in these cases the Property Management Fee will be set at a rate that is negotiated with a third-party property manager, which generally ranges anywhere from 20% to 40% of the monthly gross rents received.

Real Estate Disposition Fee - The Manager may retain the services of an affiliate or a third-party real estate broker to sell a property, and such affiliate or third-party real estate broker shall receive fees at rates customarily charged for similar services by companies engaged in the same or substantially similar activities in the relevant geographical area. Each series will be charged a “Property Disposition Fee” that will cover property sale expenses such as brokerage commissions, and title, escrow and closing costs. Such Property Disposition Fees are currently anticipated to range between 6.0% and 7.0% of the sale price and shall be considered an expense of the series. Additionally, the Manager shall receive 2.0% of the net proceeds received from sale of a property.

Operating Expenses - The Manager shall be entitled to reimbursement by each series for reasonable and necessary out-of-pocket expenses incurred in connection with the operation of the series and series activity (the “Operating Expenses”). Each series shall be responsible for its Operating Expenses as allocated to it in accordance with the allocation policy and as determined by the Manager in its reasonable discretion. Operating Expenses are such costs and expenses incurred in connection with the operation and management of the series property, including but not limited to HOA fees, property security and maintenance, insurance, interest expenses, banking and transactional fees, legal expenses arising from property operations, and any similar expenses that may be determined to be Operating Expenses, as determined by the Manager in its reasonable discretion. If Operating Expenses exceed the amount of revenue generated from a series property and cannot be covered by any capital expenditure reserves on the balance sheet of such series property, the Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the applicable series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by the series property, and/or (c) cause additional membership interests to be issued in the series in order to cover such additional amounts.

NOTE 5 – RELATED PARTY TRANSACTIONS (CONTINUED)

Offering Expenses and Acquisition Expenses - Each series will be responsible for certain fees, costs and expenses incurred in connection with the offer and sale of membership interests associated with the particular Series (the “Offering Expenses”). Each series will reimburse the Manager for Offering Expenses actually incurred by the Manager on behalf of a series in accordance with the allocation policy and as determined by the Manager in its reasonable discretion (and excludes ongoing costs described in Operating Expenses). In general, these costs include legal, accounting, banking, underwriting, filing, and compliance costs, as applicable, related to a series offering. The Manager will be responsible for all offering expenses on behalf of each series and will be reimbursed by the series through the proceeds of the series for offering expenses actually incurred. Each series will be responsible for fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, and acquisition of the series property incurred prior to the series’ closing, including real estate commissions, appraisal fees, research fees, transfer taxes, third party industry and due diligence experts, bank fees, and interest, as applicable (the “Acquisition Expenses”). Each series will reimburse the Manager for Acquisition Expenses actually incurred by the Manager on behalf of a series in accordance with the allocation policy and as determined by the Manager in its reasonable discretion. The Acquisition Expenses will be payable from the proceeds of each series offering and each series shall reimburse the Manager for any such Acquisition Expenses advanced by the Manager.

NOTE 6 – SUBSEQUENT EVENTS

The Fund and Subsidiary have evaluated subsequent events through February 19, 2025, the date these financial statements were issued. Based on this evaluation, the Fund and Subsidiary have determined that no events or transactions have occurred subsequent to the balance sheet date that would require adjustment to, or disclosure in, the financial statement.

PART V — EXHIBITS

Index to Exhibits and Exhibit Description

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hackensack, State of New Jersey, on September 29, 2025.

This Offering Statement has been signed by the following person in the capacities and on the dates indicated.

55

EXHIBIT A

EXHIBIT B

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

of

FORTE INVESTMENT FUND, LLC
a Delaware limited liability company

This Limited Liability Company Operating Agreement (“Agreement”) of Forte Investment Fund, LLC, a Delaware limited liability company (the “Company”), is by and among Forte Partners Global Inc., a Massachusetts corporation (“Initial Member” or “Manager”), and each additional Person who becomes a Member, in accordance with the provisions of this Agreement. Any capitalized terms used herein, but not defined, shall have the meaning ascribed to them in the Private Placement Memorandum (“Memorandum”) (as defined below).

RECITALS

The Company is a limited liability company formed pursuant to Section 18-215 of the Delaware Limited Liability Company Act, Del. Code Ann. Tit. 6, § 18-101, et seq., as amended. The parties to this Agreement are the Manager and those additional Persons who are subsequently admitted as Members, in accordance with the provisions of this Agreement. The parties intend by this Agreement to define their rights and obligations with respect to the Company’s and each Series’ governance and financial affairs, and to adopt regulations and procedures for the conduct of Company and each Series’ activities. Accordingly, for good and valuable consideration, the receipt and sufficiency of which is mutually acknowledged, the parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1           Scope. For purposes of this Agreement, unless the language or context clearly indicates that a different meaning is expressed or intended, all capitalized terms used herein have the meanings specified in this Article 1.

1.2           Defined Terms.

(a)           “Act” means the Delaware Limited Liability Company Act, Del. Code Ann. Tit. 6, § 18-101, et seq., as amended.

(b)           “Affiliate,” with respect to a Person, means (1) a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the Affiliate, (2) a Person who owns or controls at least Ten Percent (10%) of the outstanding voting interests of the Affiliate, (3) a Person who is an officer, director, manager, or general partner of the Affiliate, or (4) a Person who is an officer, director, manager, general partner, trustee, or owner of at least Ten Percent (10%) of the outstanding voting interests of an Affiliate described in clauses (1) through (3) of this sentence.

(c)           “Aggregate Ownership Limit” shall initially mean, for all investors, the greater of (a) 9.8% of the aggregate Outstanding Interests of a Series, or (b) such other percentage set forth in the applicable Series, unless such Aggregate Ownership Limit is otherwise waived by the Manager in its sole discretion

(d)           “Agreement” means this Agreement, including any subsequent amendments thereto.

(e)           “Bankruptcy” means the filing of a petition seeking liquidation, reorganization, arrangement, readjustment, protection, relief, or composition in any state or federal bankruptcy, insolvency, reorganization, or receivership proceeding.

(f)            “Beneficial Ownership” shall mean ownership of Membership Interests in a Series by a Person, whether the Membership Interests are held directly or indirectly (including by a nominee), and shall include Membership Interests that would be treated as owned through the application of Sections 856(h)(1) and/or 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3) of the Code, provided, however, that in determining the number of Membership Interests Beneficially Owned by a Person, no Interest shall be counted more than once. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

(g)           “Capital Account” of a Member means the capital account maintained for such Member. The balance of the Capital Account of a Member, determined as set forth in Section 4.5 below, shall herein be referred to as the “Capital Account Balance.”

(h)           “Capital Transaction Proceeds” shall refer to transaction-based income derived from a Property. Transaction-based income include, without limitation, the sale, refinance, and/or disposition of a Property.

(i)            “Certificate” means the Certificate of Formation filed with the Secretary of State to organize the Company as a series limited liability company, including any subsequent amendments thereto.

(j)            “Charitable Beneficiaries” shall mean one or more beneficiaries of a trust provided that each such organization must be described in Section 501 of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

(k)           “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(l)            “Constructive Ownership” shall mean ownership of Membership Interests by a Person, whether the interest in the Membership Interests is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have correlative meanings. The term “Constructive Owner” is intended to be interpreted in the context of Section 856(h) of the Code so that the Constructive Owners of Membership Interests held by an entity shall be the Individuals (as defined in Section 544 of the Code) who are treated as owners of Membership Interests for purposes of Section 856(h) of the Code, rather than the Entity itself.

(m)          “Contribution” means anything of value that a Member contributes to a Series as a prerequisite for, or in connection with, Membership Interests in a Series, including (without limitation) any combination of cash, property, services rendered, a promissory note, or any other obligation to contribute cash or property or render services.

(n)           “Dissociation” means a complete termination of a Member’s membership in a Series due to an event described in Article 3 hereof.

(o)           “Distribution” means the direct or indirect transfer of money or other property to a Member with respect to a Membership Interest in a Series.

(p)           “Effective Date” means the date on which the Company’s existence as a series limited liability company begins, as prescribed by the Act.

(q)           “Entity” means an association, relationship, or artificial person through or by means of which an enterprise or activity may be lawfully conducted, including, without limitation, a partnership, trust, limited liability company, corporation, joint venture, cooperative, or association.

(r)            “Excepted Holders” shall mean any holder of Membership Interests of a Series for whom an Excepted Holder Limit is created by the Manager.

(s)           “Excepted Holder Limit” shall mean, provided that the affected Excepted Holder agrees to comply with the requirements established by the Manager, the percentage limit established by the Manager.

(t)            “Excess Distributable Cash” means a Series’ monthly or quarterly gross revenue, depending on the accounting period of such Series, less (1) the Series’ monthly or quarterly operating expenses (including payment of outstanding debt [if any], administrative costs, legal expenses, and accounting fees) and (2) payment of Asset Management Fee to the Manager.

(u)           “Family,” with respect to a Member, means any individual(s) who is related to the Member by blood, marriage, or adoption. For the purposes of this definition, an individual is related to the Member by marriage if the person is related by blood or adoption to the Member’s current spouse.

(v)           “Initial Member” means the Person identified in the Series Designation of such Series as the Initial Member associated therewith.

(w)          “Majority” means more than Fifty Percent (50%) of all the outstanding Membership Interests.

(x)           “Manager” means a Person who is vested with authority to manage Company and each Series, in accordance with Article 5 hereof.

(y)           “Member” means each member of the Company associated with a Series, including, unless the context otherwise requires, the Initial Member, the Manager, each Member (as the context requires), each Substitute Member and each Additional Member.

(z)           “Member Nonrecourse Debt” means “partner nonrecourse debt” as defined in Regulations Section 1.704-2(b)(4);

(aa)         “Member Nonrecourse Deductions” means “partner nonrecourse deductions” as defined in Regulations Section l. 704-2(i);

(bb)         “Membership Interest” means a Member’s unit in the form of limited liability company membership interests in the Company associated with a Series. A Member’s ownership unit in the Company, which consists of the Member’s right to share in profits, receive Distributions, participate in the Company’s governance and approve the Company’s acts under Article 5.4 hereof, participate in the designation and removal of the Manager and receive information pertaining to the Company’s affairs. A Member’s ownership unit in the Company shall equal to a Member’s units divided by the aggregate units of all Members. Changes in Membership Interests after the Effective Date, including, but not limited to, those changes necessitated by the admission and Dissociation of Members, will be reflected in the Company’s records. The allocation of Member Interests as reflected in the Company’s records from time to time is presumed to be correct for purposes of this Agreement and the Act.

(cc)         “Memorandum” shall mean the Private Placement Memorandum of the Company.

(dd)         “Minimum Gain” means minimum gain as defined in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

(ee)         “One Hundred Members Date” means the first day on which Membership Interests are beneficially owned by One Hundred (100) or more Persons within the meaning of Section 856(a)(5) of the Code.

(ff)          “Periodic Cash Flow” shall refer to income that is generally made on a periodic basis with certain frequency. An example of Periodic Cash Flow may be rental income from a Property, and/or other periodic cash flow generated from a Property.

(gg)         “Permitted Transferee,” with respect to a Member, means another Member, a member of the Member’s Family, or a trust for the benefit of the Member or a member of the Member’s Family.

(hh)         “Person” means a natural person or an Entity.

(ii)           “Profit,” as to a positive amount, and “Loss,” as to a negative amount, mean, for a Taxable Year, the Company’s or Series’ income or loss for the Taxable Year, as determined in accordance with accounting principles appropriate to the Company’s method of accounting and consistently applied.

(jj)           “Property” or “Properties” means any real estate or interest of real estate in which the applicable Series acquires ownership interests as described in the Memorandum.

(kk)         “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D; and (ii) all other non-accredited Investors so long as their investment in the Membership Interests does not represent more than Ten Percent (10%) of the greater of the Investor’s, alone or together with a spouse, annual income or net worth (excluding the value of the Investor’s primary residence and any loans secured by the residence (up to the value of the residence)), or Ten Percent (10% ) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

(ll)           “Regulations” means proposed, temporary, or final regulations promulgated under the Code by the U.S. Department of the Treasury, as amended from time to time.

(mm)       “Series” refers to one or more separate and distinct series as such term is used under the Act.

(nn)         “Series Membership Interest Ownership Limit” shall mean not more than 9.8% of the aggregate of the outstanding Membership Interests in a Series, or such other percentage determined by the Manager in accordance with Section 3.11.

(oo)         “Series Offering” refers to the specific offering of Membership Interests in a particular Series.

(pp)         “Subscription Agreement” means the Subscription Agreement included as Exhibit B to the Memorandum.

(qq)         “Taxable Year” means the Company’s (and each Series’) taxable year as determined in Article 6 hereof.

(rr)           “Transfer,” as a noun, means a transaction or event by which ownership of any Membership Interest is changed or encumbered, including, without limitation, a sale, exchange, abandonment, gift, pledge, or foreclosure. “Transfer,” as a verb, means to affect a Transfer.

(ss)          “Transferee” means a Person who acquires any Membership Interest by Transfer from a Member or another Transferee not admitted as a Member, in accordance with Article 3 hereof.

ARTICLE 2: THE COMPANY

2.1           Status. The Company is a limited liability company organized in the state of Delaware under the Act.

2.2           Name. The name of the series limited liability company is Forte Investment Fund, LLC. The business of the Company and any Series may be conducted under any other name or names, as determined by the Manager.

2.3           Term. The Company’s existence as a series limited liability company will commence on the Effective Date and continue until dissolved herein pursuant to Article 7 below, unless sooner dissolved or terminated under the Act or as described herein. The existence of each Series shall commence upon the effective date of the Series Offering establishing such Series. The term of the Company and each Series shall be perpetual, unless and until it is dissolved or terminated in accordance with the provisions of ARTICLE VII. The existence of the Company and/or Series as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Delaware Act.

2.4           Purpose. The purpose of the Company and, unless otherwise provided in the applicable Series Offering, each Series shall be to (a) promote, conduct or engage in, directly or indirectly, any business, purpose or activity that lawfully may be conducted by a series limited liability company organized pursuant to the Act, (b) acquire and maintain a portfolio of Properties and, to exercise all of the rights and powers conferred upon the Company and each Series with respect to its interests therein, and (c) conduct any and all activities related or incidental to the foregoing purposes.

2.5           Principal Place of Business. The Company’s principal place of business is located at: 58 Main Street, 2nd Floor, Hackensack, New Jersey 07601. The Company and each Series may maintain offices at such other place or places as the Manager determines to be necessary or appropriate.

2.6           Registered Agent and Registered Office. Unless and until changed by the Manager, the Company’s registered office in the State of Delaware is located at 108 W. 13^th Street, Suite 100, Wilmington, County of New Castle, Delaware 19801, and the registered agent of the Company and each Series at that location is Vcorp Services, LLC.

2.7           Certificate of Formation. The Certificate of Formation has been filed with the Secretary of State of the State of Delaware, such filing being hereby confirmed, ratified, and approved in all respects. The Manager shall use reasonable efforts to cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation, continuation, qualification and operation of a series limited liability company in the State of Delaware or any other state in which the Company or any Series may elect to do business or own Property. To the extent that the Manager determines such action to be necessary or appropriate, the Manager shall file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a series limited liability company under the laws of the State of Delaware or of any other state in which the Company or any Series may elect to do business or own Property. The Company shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Formation, any qualification document or any amendment thereto to any Member.

2.8          Establishment of Series. The Manager may, at any time and from time to time, cause the Company to establish one or more series (each, a “Series Offering”) as such term is used under the Act (each a “Series”). Each Series Offering shall be made in writing solely to the Series established thereby and shall not be construed: (i) to affect the terms and conditions of any other Series, or (ii) to designate, fix, or determine the rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities, and obligations in respect of Membership Interests associated with any other Series, or the Members associated therewith. Each Series so established shall have the terms, rights, fees, and conditions describing the terms applicable to a specific Series, which may amend or alter any provisions of this Agreement with respect to such Series’ Membership Interests governed by such Series Offering. The terms and conditions for each Series established pursuant to this Section shall be as set forth in this Agreement, and the Memorandum for the Series. When referencing the Company in this Agreement, such reference generally includes Series unless the context otherwise states so.

(a)           Series Operations. Each Series shall operate to the extent practicable as if it were a separate limited liability company, and intends to acquire, manage, value-add, develop, construct, lease, and/or sell real Properties located throughout the United States with primary focus in New Jersey and Maryland

(b)           Ownership of Series Property. Title to any Series Property, whether real, personal, or mixed, and whether tangible or intangible, shall be deemed to be held and owned by the relevant Series to which such asset was contributed or by which such asset was acquired, and none of the Company, any Member, or other Series, individually or collectively, shall have any ownership interest in such Series Property or any portion thereof. Each Member of a Series irrevocably waives any right that it may have to maintain an action for partition with respect to its interest in the Company, any Series, or any Series Property.

(c)           Title of Series Property. Title to any or all of the Series Property may be held in the name of the relevant Series or one or more nominees, as the Manager may determine. All Series Property shall be recorded by the Manager as the property of the applicable Series in the books and records maintained for such Series, irrespective of the name in which record title to such Series Property is held. Any corporation, brokerage firm, or transfer agent called upon to transfer any Series Property to or from the name of any Series shall be entitled to rely upon instructions or assignments signed or purporting to be signed by the Manager or its agents without inquiry as to the authority of the Person signing or purporting to sign such instruction or assignment or as to the validity of any transfer to or from the name of such Series.

ARTICLE 3: MEMBERSHIP

3.1           Identification.

(a)            Members. The Manager will be the Member of the Company. The Manager may choose to invest capital into the Company. Nothing contained herein shall be deemed to prohibit the Manager from increasing its interest in the Company on the same basis as any other person. The Manager shall issue Membership Interests in one or more Series with each such Series established to make separate investments of Properties subject to the business plan set forth in the Memorandum.

A Person shall be admitted as a Member as the result of a Series Offering upon agreeing to be bound by the terms of this Agreement as amended as of the date of the proposed admission, the Memorandum, has delivered to the Manager a completed Subscription Agreement, along with payment in the amount of such investment, all of which have been accepted by the Manager. The Manager may withhold approval of the admission of any Person for any or no reason.

(b)           Additional and Substitute Members. The Company may admit additional or substitute Members with the sole approval of the Manager. Except as set forth herein, the Manager may withhold approval of the admission of any Person for any or no reason.

The Manager may withhold its consent to the admission of any Person as a Member for any reason, including when it determines in its reasonable discretion that such admission could: (i) result in there being 2,000 or more beneficial owners (as such term is used under the Exchange Act) or 500 or more beneficial owners that are not accredited investors (as defined under the Securities Act) of any Series, as specified in Section 12(g)(1)(A)(ii) of the Exchange Act, (ii) cause such Persons holding to be in excess of the Aggregate Ownership Limit, (iii) in any trailing 12-month period, cause the Persons’ investment in all Membership Interests (of all Series in the aggregate) to exceed such limitations disqualifying them as a Qualified Purchaser, (iv) could adversely affect the Company or a Series or subject the Company, a Series, the Manager or any of their respective Affiliates to any additional regulatory or governmental requirements or cause the Company to be disqualified as a limited liability company, or subject the Company, any Series, the Manager or any of their respective Affiliates to any tax to which it would not otherwise be subject, (v) cause the Company to be required to register as an investment company under the Investment Company Act, (vi) cause the Manager or any of its Affiliates being required to register under the Investment Advisers Act, (vii) cause the assets of the Company or any Series to be treated as plan assets as defined in Section 3(42) of ERISA, or (viii) result in a loss of (a) partnership status by the Company for US federal income tax purposes or the termination of the Company for US federal income tax purposes or (b) corporation taxable as an association status for US federal income tax purposes of any Series or termination of any Series for US federal income tax purposes. A Person may become a record holder without the consent or approval of any of the Members. A Person may not become a Member without acquiring an Interest.

The Manager will not permit any person to become a Member of a Series until such person has agreed to be bound by all the provisions of this Agreement, as amended as of the date of the proposed admission, including any addendums, the terms of the Memorandum, and has delivered to the Manager a completed Subscription Agreement, along with payment in the amount of such investment, all of which have been accepted by the Manager

(c)           Rights of Additional or Substitute Members. A Person admitted as an additional or substitute Member has all the rights and powers, and is subject to all the restrictions and obligations, of a Member under this Agreement and the Act.

3.2           Withdrawal. Members may not withdraw or redeem their Membership Interests in a Series until the dissolution of such Series and/or the Company, or as otherwise permitted in this Agreement (including any addendums). Members who wish to withdraw before the Dissolution of a Series Offering will be subject to a penalty of Three percent (3%) of the Member’s withdrawal proceeds.

3.3          Restrictions on Transfer.

(a)           Restrictions on Transfer. A Member may Transfer its Membership Interest in a Series only in compliance with this Article 3. Restrictions have been placed upon the ability of all Members to resell or otherwise dispose of any Membership Interest obtained or acquired hereunder, including, without limitation, the following:

(1)            The Membership Interests have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended (“Securities Act”), in reliance upon the exemptions provided for under Section 4(A)(2) and Regulation D thereunder.

(2)            There is no public market for the Membership Interests and none is expected to develop in the future. Even if a potential buyer could be found, Membership Interests may not be resold or transferred without satisfying certain conditions designed to comply with applicable tax and securities laws, including, without limitation, provisions of the Securities Act, Rule 144 thereunder, and the requirement that certain legal opinions be provided to the Manager with respect to such matters. A transferee must meet the same investor qualifications as the Members admitted during the Series Offering. Any potential buyer must be capable of bearing the economic risks of this investment, with the understanding that Membership Interests may not be liquidated by resale or redemption, and should expect to hold their Membership Interests as a long-term investment.

(3)            A legend will be placed upon all instruments evidencing ownership of Membership Interests in each Series, stating that the Membership Interests have not been registered under the Securities Act, as amended, and set forth the foregoing limitations on resale. Notations regarding these limitations shall be made in the appropriate records of each Series with respect to all Membership Interests offered hereby. Any Member who transfers, upon the Manager’s consent, any Membership Interests to another Person shall, subject to the sole and absolute discretion of the Manager, pay the Manager a transfer fee of at least Five Hundred Dollars ($500) to cover administrative costs related thereto. If a Member transfers Membership Interests to more than one person, except transferees who will hold title together, the transfer to each person will be considered a separate transfer.

(b)           Null and Void. An attempted Transfer of all or a portion of a Membership Interest that is not in compliance with this Article will be null and void. No Membership Interest may be transferred if, in the judgment of the Manager, a transfer would jeopardize the availability of exemptions from the registration requirements of federal securities laws, jeopardize the tax status of the Company as a series limited liability company, or cause a termination of the Company for federal income tax purposes.

(c)           Permitted Transfers. A Member may, at any time, Transfer Membership Interests to a Permitted Transferee if, as of the date the Transfer takes effect, the Company is reasonably satisfied that all of the following conditions are met:

(1)            the conditions listed above have been met;

(2)            the Transferee is a Person with the same qualifications as the original Member;

(3)            the Transfer, alone or in combination with other Transfers, will not result in the Company’s termination for federal income tax purposes;

(4)            the Transfer is the subject of an effective registration under, or exempt from the registration requirements of, applicable state and federal securities laws;

(5)            the Company receives from the Transferee the information and agreements reasonably required to permit it to file federal and state income tax returns and reports; and

(6)            the Manager receives payment from the Transferee of a transfer fee of Five Hundred Dollars ($500) for each Transferee.

(d)           Transferor’s Membership Status. If a Member Transfers less than all of its Membership Interest in a Series, the Member’s rights with respect to the transferred portion of the Membership Interest, including the right to vote or otherwise participate in the Company’s governance and the right to receive Distributions, will terminate as of the effective date of the Transfer. However, the Member will remain liable for any obligation with respect to the transferred portion that existed prior to the effective date of the Transfer, including (without limitation) any costs or damages resulting from the Member’s breach of this Agreement. If the Member Transfers all of his, her, or its Membership Interest, the Transfer will constitute an event of Dissociation.

(e)           Transferee’s Status.

(1)            Admission as a Member. A Member who Transfers one or more Membership Interests in a Series has no power to confer on the Transferee the status of a Member. A Transferee may be admitted as a Member only in accordance with the provisions of this Article. A Transferee who wishes to become a Member must submit an application in writing to the Company and provide evidence, as requested by the Company, of compliance with all conditions to admission, as set forth above. Prior to admission, each proposed member must execute and deliver a counterpart of this Agreement, as amended to date, or a separate written agreement to be bound hereby. The Company shall not, without cause, refuse the application for membership of a Transferee who has complied with all the provisions of this Agreement.

(2)            Rights of Non-Member Transferee. A Transferee who is not admitted as a Member in accordance with the provisions of this Article: (i) has no right to vote or otherwise participate in the Company’s or any Series’ governance; (ii) is not entitled to receive information concerning the Company’s or any Series’ affairs or inspect the Company or any Series’ books and records; (iii) with respect to the transferred Membership Interests, is entitled to receive the Distributions to which the Member would have been entitled had the Transfer not occurred; and (iv) is subject to the restrictions imposed by this Article to the same extent as a Member. Any provision of the Agreement permitting or requiring the Members to take action by vote or written approval of a specified percentage of the Membership Interests shall be deemed to mean only Membership Interests then-owned by Members.

(f)            The Company, or its appointee, shall keep or cause to be kept on behalf of the Company and each Series a register that will set forth the Members of each of the Membership Interests and information regarding the Transfer of each of the Membership Interests. The Manager is hereby initially appointed as registrar and transfer agent of the Membership Interests, provided that the Manager may appoint such third-party registrar and transfer agent as it determines appropriate in its sole discretion, for the purpose of registering Membership Interests and Transfers of such Membership Interests as herein provided, including as set forth in any Series Offering.

3.4           Expulsion of a Member. The Company may expel a Member for cause if the Member has materially breached or is unable to perform the Member’s material obligations under this Agreement. A Member’s expulsion from the Series will be effective upon the Member’s receipt of written notice of the expulsion by the Series. If a Member is expelled, that Member forfeits any and all rights to any accrued distribution during the interim quarter, whether or not the withdrawal is partial or total.

3.5           Return of Capital. The Manager may, at its sole and absolute discretion, cause a Series to repurchase Membership Interests from Members as a part of a plan to reduce the outstanding capital of the Series. Any such return of capital would not be considered a Distribution and would not be included in the determination of such Member’s return on investment. However, any such return of capital would reduce the Member’s Membership Interest in the Series. Thus, if the Manager elects to return all of a Member’s capital, the Member shall no longer be a Member in the Series and/or the Company, and the Member would be considered to have withdrawn or to have elected redemption from the Series and/or the Company.

3.6           Upon Dissociation. Dissociation from the Company and or a Series occurs upon a Member’s expulsion, Transfer, or redemption of all of the Member’s Membership Interests (an “Event of Dissociation”). Upon the occurrence of an Event of Dissociation: (1) the Member’s right to participate in the governance, receive information concerning the Company’s and Series’ affairs, and inspect the Company’s and Series’ books and records will terminate; and (2) unless the Dissociation resulted from the Transfer of the Member’s Membership Interests, the Member will be entitled to receive the Distributions to which the Member would have been entitled to as of the effective date of the Dissociation, had the Dissociation not occurred until the Member has fully redeemed its Membership Interests in accordance with the terms herein. The Member will remain liable for any obligation to the Series and/or Company that existed prior to the effective date of the Dissociation, including any costs or damages resulting from the Member’s breach of this Agreement. Under most circumstances, the Member will have no right to any return of its capital prior to the termination of the Series and/or the Company, unless the Manager elects to return capital to a Member. The effect of such Dissociation on the remaining Members will be an increase of their percentage share of the remaining assets of the Series and/or the Company, and thus their proportionate share of future earnings, losses, and Distributions. The reduction in the outstanding Membership Interests will also increase the relative voting power of remaining Members of the Series.

3.7           Verification of Membership Interest. Within Thirty (30) days after receipt of a Member’s written request, the Manager will provide such Member with a statement evidencing its Membership Interest in the relevant Series.

3.8           Manner of Action by Members.

(a)           General Voting Rights. Unless otherwise provided in this Agreement, addendum, (i) each Member shall be entitled to vote on matters submitted for the consent or approval of Members generally, (ii) all Members (regardless of Series) shall vote together as a single class on all matters as to which all Members are entitled to vote, and (iii) only Members of a particular Series shall be entitled to vote for matters submitted for the consent or approval of the Members of such Series.

(b)           Meetings. The Company shall not be required to hold an annual meeting of the Members. The Manager may, whenever it thinks fit, convene meetings of the Company or any Series. The non-receipt by any Member of a notice convening a meeting shall not invalidate the proceedings at that meeting.

(1)           Voting Rights. Subject to the provisions of any Membership Interests of any Series then outstanding, the Members shall be entitled to vote only on those matters provided for under the terms of this Agreement.

(2)           Proxy Voting. A Member may act at a meeting of Series Members through a Person authorized by signed proxy.

(3)          Quorum. Members whose aggregate holdings exceed a Majority of the outstanding Membership Interest of the Series will constitute a quorum at a meeting of Members. No action may be taken in the absence of a quorum.

(4)          Required Vote. Except with respect to matters for which a greater minimum vote is required by the Act or this Agreement, the vote of Members present whose aggregate holdings exceed a Majority of the outstanding Series Membership Interests will constitute the act of the Members at a meeting of Members.

(c)          Written Consent. The Members may act without a meeting by written consent describing the action and signed by Members whose aggregate holdings of the Series Membership Interest equal or exceed the minimum that would be necessary to take the action at a meeting at which all Members were present.

3.9          Limitation on Individual Authority. A Member who is not also the Manager has no authority to bind the Company or any Series. A Member whose unauthorized act obligates the Company or any Series to a third party will indemnify the Company and/or the Series for any costs or damages the Company or any Series incurs as a result of the unauthorized act.

3.10         Negation of Fiduciary Duties. A Member who is not also the Manager owes no fiduciary duties to the Company or any Series, or to the other Members, solely by reason of being a Member.

ARTICLE 4: FINANCE

4.1           Contributions.

(a)           The Manager shall issue Membership Interests in one or more Series with each such Series. Capital Contributions shall be payable in one installment and shall be paid prior to or by the date of the proposed acceptance by the Manager of a Person’s admission as a Member to the Series (or a Member’s application to acquire additional Membership Interests in a Series), as set forth in the applicable Subscription Agreement.

(b)          Additional Contributions. The Manager may determine that additional capital Contributions (“Additional Contributions”) are needed to enable a Series to meet its operating expenses. In such event, the Manager shall provide each Member of the Series with written notice of such option to make Additional Contributions (the “Additional Contributions Notice”). The Additional Contributions Notice shall set forth (i) the total amount of Additional Contributions required, (ii) the reason Additional Contributions are required; and (iii) the date of when the Additional Contributions must be contributed, which shall be no sooner than Thirty (30) days from the date of the Additional Contribution Notice (the “Contribution Due Date”). The Manager may obtain additional capital by accepting Additional Capital Contributions from any Member or other Persons, and is hereby authorized to cause the Company and/or Series to issue additional Membership Interests (as set forth in Section 4.1(a) above). The Membership Interests of the Series Members shall be adjusted to reflect the issuance of such additional Membership Interests. Notwithstanding the foregoing, no Member shall be required to make additional capital Contributions.

(d)           Contributions Not Interest Bearing. A Member is not entitled to interest or other compensation with respect to any cash or property the Member contributes to the Company or Series.

4.2           Allocation of Profit and Loss; Regulatory Allocations. The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Company or any other Series thereof. References to the “Company” in this section generally includes the applicable Series, and references to a “Member” generally includes the applicable Series Member, unless the context otherwise states so.

(a)            Allocation of Profit and Loss. Except as otherwise provided in this Agreement, for each Taxable Year (or portion thereof), Profit and Loss (and, to the extent necessary, individual items of income, gain, loss or deduction) of the Company and/or Series shall be allocated among the Members in a manner such that, after giving effect to the special allocations set forth in Sections 4.2(b)(iii) and 4.2(b)(iv) the Capital Account Balance of each Member, immediately after making such allocations, is, as nearly as possible, equal to (i) the Distributions that would be made to such Member pursuant to Sections 4.4 and 7.2(b) if the Company and/or Series were dissolved, its affairs wound up and its assets sold for cash equal to their book value, all Company and/or Series liabilities were satisfied, and the net assets of the Company and/or Series were distributed, in accordance with Sections 4.4 and 7.2(b), to the Members immediately after making such allocations, minus (ii) such Member’s share of Member Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, minus (iii) in the case of the Manager, any obligation of the Manager to make a capital contribution to the Company and/or Series if the Company or Series were liquidated at such time. Notwithstanding the foregoing, the Manager may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement taking into account such facts and circumstances as the Manager deems reasonably necessary for this purpose.

(b)           Regulatory Allocations. Notwithstanding the provisions of Section 4.2(a) above:

i.               Minimum Gain Chargeback. If there is a net decrease in Member Minimum Gain (determined according to Treasury Regulation Section 1.704-2(d)(1)) during any Taxable Year, each Member shall be specially allocated Profit for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Member’s share of the net decrease in Member Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 4.2(b) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

ii.              Member Minimum Gain Chargeback. If there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Taxable Year, each Member with a share of such Member Nonrecourse Debt Minimum Gain (determined according to Treasury Regulation Section 1.704-2(i)(5)) shall be specially allocated Profit for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j). This Section 4.2(b)(ii) is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

iii.             Nonrecourse Deductions. Nonrecourse Deductions for any Taxable Year shall be allocated to the Members in accordance with their respective Membership Interests.

iv.             Member Nonrecourse Deductions. Member Nonrecourse Deductions for any Taxable Year shall be allocated to the Member or Members that bear the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in the manner required by Treasury Regulation Section 1.704-2(i).

v.              Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), Profit shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit balance in its Capital Account created by such adjustments, allocations, or distributions as quickly as possible. This Section 4.2(b)(v) is intended to comply with the qualified income offset requirement in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

4.3           Tax Allocations. For federal income tax purposes, unless the Code otherwise requires, each item of Company or Series’ income, gain, loss, or deduction will be allocated to the Members in proportion to their allocations of the Company or Series’ Profit or Loss.

4.4           Distributions. There are two general categories of income derived from a Series: (1) Periodic Cash Flow; and (2) Capital Transaction Proceeds. In the event of uncertainty or ambiguity as to whether a source of income is categorized as Periodic Cash Flow or Capital Transaction Proceeds, the Manager shall have the sole and absolute discretion to determine such category. The manner in which income is distributed from a Series will depend on the source of income, as further detailed below.

(a)           Periodic Cashflow. For each Series, Periodic Cash shall be distributed to such Series Members on a quarterly basis in the following manner:

(1)            First, to pay for Series’ expenses and costs such as property acquisition cost, offering expenses and acquisition expenses, and to pay for Series’ fees (including, without limitation, payment of outstanding debt (if any), administrative costs, legal expenses, accounting fees) and any allocation of capital expenditure reserve (“Capital Expenditure Reserve”). (as applicable) for the Series;

(2)            Second, to pay the Asset Management Fee (“Asset Management Fee”) to the Manager; and

(3)            Thereafter, Eighty Percent (80%) of any Excess Distributable Cash shall be distributed to the Series’ Members on a pro-rata basis (based on the total aggregate amount of Membership Interests in the Series) and Twenty Percent (20%) of any Excess Distributable Cash shall be distributed to the Series’ Manager.

(b)           Capital Transaction Proceeds. Upon the sale, disposition, and/or refinance of a Property, Capital Transaction Proceeds shall be distributed to the Series’ Members in the following manner:

(1)            First, to pay for the Series’ expenses, costs and fees (including, without limitation, payment of outstanding debt (if any), administrative costs, legal expenses accounting fees) and any allocation of Capital Expenditure Reserve (as applicable) for the Series;

(2)            Second, to pay the Asset Management Fee to the Manager;

(3)            Third, to return any unreturned Contributions until the Member’s Contributions to the Series has been fully repaid; and

(3)            Thereafter, One Hundred Percent (100%) of any excess distributable cash shall be distributed to the Series’ Members on a pro-rata basis (based on the total aggregate amount of Membership Interests in the Series).

(c)            All excess cash will be distributed to Members in accordance with the sequence split as noted above, and shall be prorated as applicable for the amount of time that a Member was a member of such Series during such applicable accounting period. Excess distributable cash is not cumulative nor guaranteed.

(d)           By the end of the Series’ fiscal year, the Manager will make every effort to have distributed to each Member the amount of Profit or Loss that will be allocated to that Member on the applicable tax documents required for tax reporting as required by applicable law. However, the amount of income reported to each Member on its tax documentation may differ somewhat from the actual cash distributions made during the fiscal year covered by the tax documentation, due to, among other things, the valuation allowance and factors unique to the tax accounting of limited liability companies, such as the treatment of investment expense.

4.5           Capital Accounts.

(a)           General Maintenance. Each Series will establish and maintain a Capital Account for a Member upon admission to the Series, in which the amount paid by such Member for purchase of Membership Interests will be credited with that amount to the Capital Account. A Member’s Capital Account Balance will be:

(1)            increased by: (i) the amount of any money the Member contributes to Series’ capital to purchase additional Membership Interests; and (ii) the Member’s share of the Series’ Profits and any separately stated items of income or gain; and

(2)            decreased by: (i) the amount of any money the Series distributes to the Member; (ii) the Member’s share of the Series’ Losses and any separately stated items of deduction or loss; and (iii) the amount of any withdrawals or redemption made by such Member in accordance with the redemption plan.

(b)           Transfer of Capital Account. A Transferee of Membership Interests succeeds to the portion of the transferor’s Capital Account that corresponds to the portion of the Membership Interest that is the subject of the Transfer. The Company, Manager, or its appointee, shall keep or cause to be kept on behalf of the Company and each Series a register that will set forth the Members of each of the Membership Interests and information regarding the Transfer of each of the Membership Interests.

(c)           Compliance with Code. The requirements of this Article are intended, and will be construed, to ensure that the allocations of the Series’ income, gain, losses, deductions, and credits have substantial economic effect under the Regulations promulgated under Section 704(b) of the Code.

ARTICLE 5: MANAGEMENT

5.1          Representative Management. The Company and each Series will be managed by one Manager. By execution of this Agreement, and without prejudice to the right of the Members to remove the Manager as set forth below, the Initial Member and each Person hereafter admitted as a Member other than Transferees, shall be deemed to have elected such Manager. The initial Manager of the Company and each Series shall be Forte Partners Global Inc., a Massachusetts corporation.

5.2           Time Devoted to Business. The Manager will devote to Company and Series activities the amount of time reasonably necessary to discharge the Manager’s responsibilities.

5.3           Powers and Authority.

(a)           General Scope. Except for matters on which the Members’ approval is required by the Act or this Agreement, the Manager has full power, authority, and discretion to manage and direct the Company’s and each Series’ business, affairs, and Properties, do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company and each Series including the specific powers referred to in paragraph (b), below. The Manager may delegate to any Persons any of the powers and authority vested in it hereunder and may engage such Persons to provide administrative, compliance, technological, accounting, and other services to the Company, on such terms and conditions as it may consider appropriate.

(b)          Specific Powers.

(1)            The Manager is authorized, on the Company’s and each Series’ behalf, to make all decisions as to (i) the development, sale, lease, or other disposition of Company and Series assets; (ii) the origination and purchase of loans or any other assets of all kinds; (iii) the acquisition, purchase, leasing, and/or sale of Properties or any other assets of all kinds; (iv) the management of all, or any part, of the Company’s and each Series’ assets and business; (v) the borrowing of money and the granting of security interests in the Company’s and each Series’ assets (including loans from Members) as, and only if, provided for in the Memorandum; (vi) the prepayment, refinancing, or extension of any mortgage affecting the Company’s and each Series’ assets; (vii) the compromise or release of any of the Company’s and each Series’ claims or debts; (viii) the employment of Persons for the operation and management of the Company’s and each Series’ business; (ix) wind up and dissolve the Company or a Series in accordance with Article 7 below and/or cause the Company to merge into a new Affiliate Entity for the purposes of offering Membership Interests under a Regulation A as set forth under the Securities Act, as amended, and (x) all elections available to the Company and each Series under any federal or state tax law or regulation.

(2)            The Manager, on behalf of the Company and each Series, may execute and deliver (i) all contracts, conveyances, assignments, leases, subleases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the assets of the Company and each Series; (ii) all checks, drafts, and other orders for the payment of Company and Series funds; (iii) all loan documents including, without limitation, promissory notes, mortgages, deeds of trust, security agreements, and other similar documents; (iv) all articles, certificates, and reports pertaining to the Company’s and each Series’ organization, qualification, and dissolution; (v) all tax returns and reports; and (vi) all other instruments of any kind or character relating to the Company and each Series’ affairs. No Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or any Series or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company or any Series.

(3)            The Manager, on behalf of the Company and each Series, shall have the authority to issue additional classes of Membership Interests for any Company or Series purpose at any time and from time to time to such Persons for such consideration or for no consideration and on such terms and conditions as the Manager shall determine, all without the approval of the Members. Each Membership Interest shall have the rights and be governed by the provisions set forth in this Agreement (including any Series Offering ).

(c)            Determinations by the Manager. In furtherance of the authority granted to the Manager pursuant to Sections 5.3(a) and (b) above, the determination as to matters made in good faith by or pursuant to the direction of the Manager consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Membership Interests, which matter include but are not limited to:

i.               the amount of excess distributable cash of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Membership Interests of any Series;

ii.              the fair value, or any sale, bid, or price to be applied in determining the fair value, of any asset owned or held by any Series or of any Membership Interests;

iii.             any matter relating to the acquisition, holding, and disposition of any assets by any Series;

iv.             the adoption, amendment, and repeal of the Allocation Policy;

v.              the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series;

vi.             any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Manager; and

vii.            the determination of the Net Asset Value of Membership Interests, which shall be made in accordance with the Memorandum.

5.4           Required Member Approval. Except as specifically provided herein, without the approval of the Members holding a Majority of the issued and outstanding Membership Interests, the Manager may not take any action with respect to (a) the Company’s merger with, or conversion into, another Entity unless such Entity is an Affiliate of the Company or the Manager, or (b) a transaction not expressly permitted by this Agreement, and Memorandum, involving a conflict of interest between the Manager and the Company.

5.5           Duties of Manager.

(a)           Fiduciary Duty. The Manager shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Company and each Series, whether or not in the Manager’s possession or control. Except as expressly permitted herein or by subsequent approval of the Members, the Manager shall not employ or permit another to employ Company and Series funds or assets in any manner, except for the exclusive benefit of the Company or the Series.

(b)           Standard of Care.

(1)            Exculpation. The Manager will not be liable to the Company, any Series, or any Member for an act or omission done in good faith to promote the Company or each Series’ best interests, unless the act or omission constitutes gross negligence, fraud, bad faith, intentional misconduct, or a knowing violation of law.

(2)            Justifiable Reliance. The Manager may rely on the Company and each Series’ records maintained in good faith, and on information, opinions, reports, or statements received from any Person pertaining to matters the Manager reasonably believes to be within the Person’s expertise or competence.

(c)           Competing Activities. The Manager may participate in any business or activity without accounting to the Company, Series, or the Members. Each Member waives the benefit of the corporate opportunity doctrine on its own behalf, and on behalf of the Company and each Series, and agrees that the Manager may deal in other real estate transactions for its own account and/or for the accounts of others, without any requirement to account to the Company or Series for such dealings.

(d)           Self-Dealing. In addition to the transactions expressly permitted by this Agreement, the Manager may enter into business transactions with the Company or Series, if the terms of the transaction are no less favorable to the Company or Series than those of a similar transaction with an independent third party.

(e)            Specific Transactions. Without limiting the generality of the foregoing, it is hereby acknowledged and agreed that the Manager shall be permitted to bargain for, and accept transactions in connection with the business of the Company and each Series, subject to the terms of any other agreement among the Members.

5.6           Indemnification of Manager. Except as limited by law, the Company and/or the Series shall indemnify the Manager for all expenses (including, without limitation, legal fees and costs), losses, liabilities, and damages the Manager actually and reasonably incurs in connection with the defense or settlement of any action arising out of, or relating to, the conduct of the Company and/or the Series activities, except an action with respect to which the Manager is adjudged to be liable for fraud, bad faith, willful misconduct, and/or breach of a fiduciary duty owed to the Company and/or the Series, or the Members, under the Act or this Agreement. Therefore, Members may have a more limited right of action than they would have, absent these provisions in the Agreement. The Company and/or the Series shall advance the costs and expenses of defending actions against the Manager arising out of, or relating to, the management of the Company and/or the Series, provided that it first receives the written undertaking of the Manager to reimburse the Company and/or the Series, if ultimately found not to be entitled to indemnification. A successful indemnification of the Manager, or any litigation that may arise in connection with the Manager’s indemnification, could deplete the assets of the Company and/or a Series. Members who believe the Manager has engaged in conduct resulting in fraud, willful misconduct, bad faith, or breach of the Manager’s fiduciary duty, should consult with their own legal counsel.

5.7           Compensation to Manager and Affiliates. The Company or the Series will compensate the Manager and/or Affiliates as follows, for services rendered to or on behalf of the Company and each Series, which fees may be waived, deferred, or assigned:

(a)           Asset Management Fee. The Manager shall earn an Asset Management Fee equal to an annualized rate of Two Percent (2%) of Series’ NAV. The Asset Management Fee shall be paid either quarterly or monthly depending on the specific Series. Any leverage that is utilized in the Series to acquire Property or otherwise shall not be included in calculating the Asset Management Fee for the Series.

(b)           Series Property Management Fee. It is currently anticipated that the Manager will be the property manager. Manager shall be entitled to receive a monthly property management fee for managing a Series’ Property (“Property Management Fee”). The Property Management Fee shall generally equal to an annualized rate of Five Percent (5%) to Seven Percent (7%) of the monthly gross rents received from the Series Property and calculated as an expense within each Series. The Property Management Fee will be determined based on prevailing market rates and will be negotiated with a local property manager on a case-by-case and arms’ length basis. Notwithstanding the foregoing, the Manager may appoint a third party or an Affiliate to act as property manager, at the Manager’s discretion. In certain circumstances the nature of the property management needs may be different from one Series Property to another, such as a Series property being operated a short-term rental, and in these cases the Property Management Fee will be set at a rate that is negotiated with a third-party property manager, which generally ranges anywhere from Twenty Percent (20%) to Forty Percent (40%) of the monthly gross rents received.

The actual amount of Property Management Fee for each Series cannot be determined at this time, as these fees are dependent upon the location and value of each Series Property.

(c)           Real Estate Disposition Fee. The Manager may retain the services of an Affiliate or a third-party real estate broker to sell a Property, and such Affiliate or third-party real estate broker shall receive fees at rates customarily charged for similar services by companies engaged in the same or substantially similar activities in the relevant geographical area. Each Series will be charged a “Property Disposition Fee” that will cover Property sale expenses such as brokerage commissions, and title, escrow and closing costs. Such Property Disposition Fees are currently anticipated to range between Six Percent (6%) and Seven Percent (7%) of the sale price and shall be considered an expense of the Series. Additionally, the Manager shall receive Two Percent (2%) of the net proceeds received from sale of a Property. The actual amount of real estate commissions cannot be determined at this time, as these commissions are dependent upon the location and value of each Series Property.

(d)           Operating Expenses. The Manager shall be entitled to reimbursement by each Series (but only to the extent the Series’ assets are sufficient thereof) for reasonable and necessary out-of-pocket expenses incurred in connection with the operation of the Series and Series activity (the “Operating Expenses”). Each Series shall be responsible for its Operating Expenses as allocated to it in accordance with the Allocation Policy and as determined by the Manager in its reasonable discretion. Operating Expenses are such costs and expenses incurred in connection with the operation and management of the Series Property, including but not limited to HOA fees, Property security and maintenance, insurance, interest expenses (as applicable) banking and transactional fees, legal expenses arising from Property operations, and any similar expenses that may be determined to be Operating Expenses, as determined by the Manager in its reasonable discretion. If Operating Expenses exceed the amount of revenue generated from a Series Property and cannot be covered by any Capital Expenditure Reserves on the balance sheet of such Series Property, the Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the applicable Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by the Series Property, and/or (c) cause additional Membership Interests to be issued in the Series in order to cover such additional amounts.

(e)           Offering Expenses and Acquisition Expenses. Each Series will be responsible for certain fees, costs and expenses incurred in connection with the offer and sale of Membership Interests associated with the particular Series (the “Offering Expenses”). Each Series will reimburse the Manager for Offering Expenses actually incurred by the Manager on behalf of a Series in accordance with the Allocation Policy and as determined by the Manager in its reasonable discretion (and excludes ongoing costs described in Operating Expenses). In general, these costs include legal, accounting, banking, underwriting, filing, and compliance costs, as applicable, related to a Series Offering. The Manager will be responsible for all offering expenses on behalf of each Series and will be reimbursed by the Series through the proceeds of the Series Offering for offering expenses actually incurred. Each Series will be responsible for fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, and acquisition of the Series Property incurred prior to the Series’ Closing, including real estate commissions, appraisal fees, research fees, transfer taxes, third party industry and due diligence experts, bank fees, and interest, as applicable (the “Acquisition Expenses”). Each Series will reimburse the Manager for Acquisition Expenses actually incurred by the Manager on behalf of a Series in accordance with the Allocation Policy and as determined by the Manager in its reasonable discretion. The Acquisition Expenses will be payable from the proceeds of each Series Offering and each Series shall reimburse the Manager for any such Acquisition Expenses advanced by the Manager.

(f)            The definition of Manager’s Fees includes all of the fees described in “Compensation to Manager and Affiliates.”

(g)           The Manager may, but has no obligation to, defer, waive, or assign all or a portion of the Manager’s Fees to the Company or a Series. In such event, the Manager will be entitled to recover the deferred fees at a later time.

5.8           Tenure.

(a)           Term. The Manager will serve until the earlier of (1) the Manager’s resignation; (2) the Manager’s removal; (3) as to a Manager who is a natural person, the Manager’s death or adjudication of incompetency; and (4) as to a Manager that is an Entity, the Manager’s dissolution. In any such event, Members representing a Majority of the Membership Interest outstanding, shall promptly elect a successor as the Manager. However, if the then Manager desires to appoint an Affiliate as the new Manager, then such Affiliate may become the Manager, without Member approval.

(b)           Resignation. The Manager, at any time, may resign by written notice delivered to the Members at Thirty (30) days prior to the effective date of the resignation. Members may elect a replacement Manager with a Majority vote. However, if the then Manager desires to appoint an Affiliate as the new Manager, then such Affiliate may become the Manager, without Member approval.

(c)           Removal. The Members may remove the Manager if: (1) the Manager is convicted or found liable for an act of gross negligence or fraud, which materially lowers the net asset value of the Company and/or Series, or (2) the holders of at least a Majority of the outstanding Membership Interests vote in favor of such removal. A successor manager of the Company (and any Series) may only be elected by the Members provided that if the then current Manager appoints an Affiliate as the successor Manager then no vote or consent of the Members shall be required unless expressly mandated by applicable Delaware law.

ARTICLE 6: RECORDS AND ACCOUNTING

6.1           Maintenance of Records.

(a)           Required Records. The Manager shall keep or cause to be kept at the principal office of the Company or such other place as determined by the Manager appropriate books and records with respect to the business of the Company and each Series, including all books and records necessary to provide to the Members any information required to be provided pursuant to this Agreement or applicable law. Any books and records maintained by or on behalf of the Company or any Series in the regular course of its business, including the record of the Members, books of account and records of Company or Series proceedings, may be kept in such electronic form as may be determined by the Manager.

(b)           Member Access. A Member and the Member’s authorized representative shall have the right, upon reasonable demand for any purpose reasonably related to the Member’s Membership Interest as a member of the Company or Series (as reasonably determined by the Manager) to such information pertaining to the Company as a whole and to each Series in which such Member has Membership Interests, as provided in the Act; provided, that prior to such Member having the ability to access such information, the Manager shall be permitted to require such Member to enter into a confidentiality agreement in form and substance reasonably acceptable to the Manager. For the avoidance of doubt, a Member shall only have access to the information (including any Series Offering) referenced with respect to any Series in which such Member is a Member for that Series’ Membership Interests and not to any Series in which such Member does not have an interest, so long as it does not violate another Member’s right to privacy or confidentiality. The exercise of such rights will be at the requesting Member’s expense.

(c)           Confidentiality. No Member or Manager will disclose any information relating to the Company or any Series or its activities to any unauthorized person, or use any such information for his or her, or any other Person’s, personal gain.

6.2           Financial Accounting.

(a)           Accounting Method. The books of the Company and each Series shall be maintained, for tax and financial reporting purposes, on an accrual basis unless otherwise required by applicable law or other regulatory disclosure requirement. The Manager reserves the right to change such methods of accounting upon written notice to Members.

(d)           Taxable Year. Unless otherwise provided in the fiscal year for tax and financial reporting purposes of each Series shall be a calendar year ending December 31 (unless otherwise required by the Code).

6.3           Reports.

(a)          Annual Reports. Annual reports for the Company, including a Series’ annual income tax return, will be provided to Members electronically through Forte Platform. Each Member will receive its respective tax documents as required by applicable law. The Manager may, at its sole and absolute discretion, designate any person or entity to outside provide tax and accounting advice to the Series, at any time and for any reason. Within One Hundred and Twenty (120) calendar days after the end of the fiscal year, the Manager shall use its commercially reasonable efforts to circulate to each Member electronically by e-mail or made available via an online platform:

(i)            a financial statement of such Series prepared in accordance with U.S. GAAP, which includes a balance sheet, profit and loss statement and a cash flow statement; and

(ii)           confirmation of Membership Interests in each Series outstanding as of the end of the most recent fiscal year; provided, that notwithstanding the foregoing, if the Company or any Series is required to disclose financial information pursuant to the Securities Act, then compliance with such provisions shall be deemed compliance with this Section 6.3 and no further or earlier financial reports shall be required to be provided to the Members of the applicable Series with such reporting requirement.

(b)           Periodic Reports. The Company and each Series will complete and file any periodic reports required by the Act, or the law of any other jurisdiction in which the Company and/or Series is qualified to do business.

6.4           Tax Compliance.

(a)           Withholding. If the Company and/or a Series is required by law or regulation to withhold and pay over to a governmental agency any part, or all, of a Distribution or allocation of Profit to a Member:

(1)            the amount withheld will be considered a Distribution to the Member; and

(2)            if the withholding requirement pertains to a Distribution in kind, or an allocation of Profit, Company and/or a Series will pay the amount required to be withheld to the governmental agency, and promptly take such action as it considers necessary or appropriate to recover a like-amount from the Member, including offset against any Distributions to which the Member would otherwise be entitled.

6.5           Partnership Representative.

(a)           The Members hereby agree that: (i) the Manager (or an individual designated by the Manager) will be designated the initial “partnership representative” within the meaning of Section 6223(a) of the Code (“Partnership Representative”), and the Manager shall be authorized to take any actions necessary under Treasury Regulations, or other guidance, to cause such person to be designated as such; (ii) if an entity is designated as Partnership Representative, the Manager shall simultaneously designate an individual who will act for the entity Partnership Representative; (iii) the Partnership Representative may be removed and replaced at any time, by the Manager; (iv) the Company and/or Series and each Member agree that they shall be bound by the actions taken by the Partnership Representative, as described in Section 6223(b) of the Code; (v) the Members hereby consent to the election set forth in Section 6226(a) of the Code, and agree to take any action and furnish the Partnership Representative with any information necessary to give effect to such election, if the Manager decides to make such election; (vi) any imputed underpayment of tax imposed on the Company and/or Series pursuant to Section 6232 of the Code (and any related interest, penalties, or other additions to tax) that the Manager reasonably determines is attributable to one or more Members (including any former Member) in the Manager’s sole discretion; and (vii) the Partnership Representative will be considered indemnified, and the provisions of Section 5.6 shall apply to the Partnership Representative. The Partnership Representative shall be authorized to take any of the foregoing actions (or any similar actions) to the extent necessary, to allow the Company and/or Series to comply with the partnership audit provisions of the Bipartisan Budget Act of 2015.

(b)           Regarding the potential obligation of a former Member under this paragraph, the following shall apply: (i) each Member agrees that, notwithstanding any other provision in this Agreement, if it is no longer a Member, it shall nevertheless be obligated for any responsibilities under Section 6.5, as if it were a Member prior to withdrawal from the Company and/or Series and/or transfer of its interest; and (ii) as applicable, the Manager will not be required to consent to the transfer of interest of any Member, unless the transferee receiving such interest agrees that in the event the transferor of such interest does not fulfill its obligation under the preceding clause (i) within 20 business days following written demand by the Manager, such transferee shall be jointly and severally liable with such transferor for such obligation, and the Manager may thereafter treat the transferee as the relevant Member for purposes of this Subsection. The Partnership Representative will provide prompt written notification to each Member in the event of any audit of the Company and/or Series by the United States Internal Revenue Service, and provide all information reasonably requested by any Member regarding such audit and associated proceedings. The provisions of this Section 6.5 will not apply to any taxable year of the Company and/or Series for which the Company and/or Series has made a valid election out of Subchapter C of Chapter 63 of the Code, pursuant to Section 6221 of the Code.

ARTICLE 7: DISSOLUTION

7.1           Events of Dissolution.

(a)           The Company will continue until (a) dissolved herein, pursuant to Section 5.3(b) above, unless sooner dissolved or terminated under the Act, or as described herein; (b) the sale or other disposition of all, or substantially all, the assets of all the Series; (c) any event that makes the Company ineligible to conduct its activities as a series limited liability company under the Act; or (d) otherwise, by option of law.

(b)           A Series shall remain in existence until the earlier of the following: (i) dissolution of the Company, (ii) the Manager’s election begin the winding up an dissolution of such Series; (iii) the sale, exchange, or other disposition of substantially all of the assets of the Series, or (iv) the withdrawal or resignation of the Manager, unless a new manager is appointed pursuant to the terms in Section V herein.

7.2           Effect of Dissolution.

(a)           Appointment of Liquidator. Upon dissolution of the Company or termination of any Series, the Manager (unless unwilling or unable to serve as such) shall serve as liquidator, and as such will wind up and liquidate the Company (or a Series) in an orderly, prudent, and expeditious manner, in accordance with the following provisions of this Article. While serving as liquidator, the Manager shall have the same authority, powers, duties, and compensation as before dissolution, except that the liquidator shall not acquire any additional assets for the Company (or the Series), and shall use its best efforts to liquidate the Company’s (or Series’) existing assets as rapidly as is consistent with receiving the fair market value thereof. If the Manager is unwilling or unable to serve as liquidator, or has resigned or been removed, the Members shall elect another person, who may be a Member, to serve as liquidator.

(b)           Distributions Upon Dissolution. The Company or a Series will not cease to exist immediately upon the occurrence of an Event of Dissolution, but will continue until its affairs have been wound up. Upon dissolution of the Company (or a Series), the Manager will wind up the Company’s (or Series’) affairs by liquidating the Company’s (or Series’) assets as promptly as is consistent with obtaining the fair market value thereof, either by sale to third parties or by collecting loan payments under the terms of the loan(s), until a suitable sale can be arranged. All funds received by the Company (or Series) shall be applied to satisfy or provide for Company and/or Series debts and liabilities, and the balance, if any, shall be distributed to the relevant Members on a pro-rata basis.

(c)           Time for Liquidation. The Company or a Series will not immediately cease to exist upon the occurrence of an event causing its dissolution, but will continue until its affairs have been wound up. It is acknowledged and agreed that the assets of the Company (or a Series) are illiquid and will take time to sell. The liquidator shall liquidate the Company’s (or a Series’) assets as promptly as is consistent with obtaining the fair market value thereof, either by sale to third parties or by collecting loan payments under the terms of the loans. Due to high prevailing interest rates or other factors, the Company (or a Series) could suffer reduced earnings (or losses) if a substantial portion of its portfolio remains and must be liquidated quickly during the winding up period. Members who sell their Membership Interests prior to any such liquidation will not be exposed to this risk. Conversely, if prevailing interest rates have declined at a time when the portfolio must be liquidated, unanticipated profits could be realized by those Members who remained in the Company (or a Series) until its termination.

(d)           Final Accounting. The liquidator will make proper accountings, (1) to the end of the month in which the event of dissolution occurred, and (2) to the date on which the Company (or a Series) is finally and completely liquidated.

(e)           Duties and Authority of Liquidator. The liquidator will make adequate provision for the discharge of all of the Company’s (or a Series’) debts, obligations, and liabilities. The liquidator may sell, encumber, or retain for distribution in kind, any of the Company’s (or a Series’) assets. Any gain or loss recognized on the sale of assets will be allocated to the Members’ Capital Accounts, in accordance with the provisions of Article 4. With respect to any asset the liquidator determines to retain for distribution in kind, the liquidator will allocate to the Members’ Capital Accounts the amount of gain or loss that would have been recognized, had the asset been sold at its fair market value.

(f)            Final Distribution. The liquidator will distribute any assets remaining after the discharge or accommodation of the Company’s (or a Series’) debts, obligations, and liabilities to the Members, in proportion to their Capital Accounts. The liquidator many distribute any assets distributable in kind to the Members in undivided interests, as tenants in common. A Member whose Capital Account is negative will have no liability to the Company (or a Series), creditors, or any other Member, with respect to the negative balance.

(g)           Required Filings. The liquidator will file with the appropriate Secretary of State such statements, certificates, and other instruments, and take such other actions, as are reasonably necessary or appropriate, to effectuate and confirm the cessation of the Company’s (or a Series’) existence.

ARTICLE 8: GENERAL PROVISIONS

8.1           Amendments. The Manager shall have the power, without the consent, vote, or approval of the Members to amend this Agreement except as set forth in Section 8.1(a) below. The Manager shall provide written notice to the Members of such amendments or similar actions in the next regular communication to the Members.

(a)           Notwithstanding Section 8.1, the Manager shall not, without the approval, written consent, or vote of a Majority of the Membership Interests eligible to vote, amend this Agreement with respect to the following:

i.               if such amendment would modify the limited liability of a Member in a manner adverse to such Member;

ii.              if such amendment would create an obligation to make Contributions not contemplated in this Agreement;

iii.            if such amendment would alter or change the distribution and liquidation rights provided in Article 4 and Section 3.2 respectively, except as otherwise permitted under this Agreement;

iv.            make any amendments that would materially adversely affect any Member, including affecting their Capital Account Balance, allocable share of income and loss, or increase their allocable share of the Asset Management Fee, except as otherwise permitted under this Agreement; or

v.             amend this Section 8.1(a).

(b)           Except as otherwise provided herein, failure of a Member to respond to any proposed amendments, whether by ways of vote or written consent, within Fifteen (15) days after written notification is sent to Members, shall be deemed a consent to the Company’s proposed amendment.

8.2           Power of Attorney. Each Member appoints the Manager, with full power of substitution, as the Member’s attorney-in-fact, to act in the Member’s name, to execute and file (a) all certificates, applications, reports, and other instruments necessary to qualify or maintain the Company (and any Series) as a series limited liability company, in the states and foreign countries where the Company or Series conducts its activities, (b) all instruments that effect or confirm changes or modifications of the Company or Series or its status, including, without limitation, amendments to the Certificate, and (c) all instruments of transfer necessary to effect the Company’s or any Series’ dissolution and termination. The power of attorney granted by this Article is irrevocable, coupled with an interest, and shall survive the death of the Member.

8.3          Binding Arbitration. Either a Member, Manager or the Company may, at its sole election, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this section (this “Arbitration Provision”). The arbitration shall be conducted in the Middlesex County, state of Massachusetts. As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving a Member (or persons claiming through or connected with such Member), on the one hand, and the Company, on the other hand, relating to or arising out of this Agreement, and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including (except to the extent provided otherwise in the last sentence of sub-section (iv) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. This Arbitration Provision applies to claims under the U.S. federal securities laws and to all claims that that are related to the Company, including with respect to this offering, our holdings, the common shares, our ongoing operations and the management of our investments, among other matters. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable. Notwithstanding the foregoing, if this Arbitration Provision applies to federal securities law claims, the Member cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

(i) The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or JAMS. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent the rules conflict with this Arbitration Provision or any countervailing law. In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply.

(ii) If the Company elects arbitration, the Company shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If Member elects arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. The Company shall pay the administrator’s hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator’s rules or applicable law require otherwise, or Member requests that the Company pay them and the Company agree to do so. Each party shall bear the expense of its own attorney’s fees, except as otherwise provided by law. If a statute gives Member the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

(iii) Within Thirty (30) days of a final award by the arbitrator, a party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator administrator. In the event of such an appeal, an opposing party may cross-appeal within Thirty (30) days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator’s rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration Act (the “FAA”), and may be entered as a judgment in any court of competent jurisdiction.

The Company agrees not to invoke the Company’s right to arbitrate an individual Claim that a Member may bring in Small Claims Court or an equivalent court, if any, so long as the Claim is pending only in that court.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.

8.4           Notices. Notices contemplated by this Agreement may be sent by any commercially reasonable means, including hand delivery, first class mail, facsimile, e-mail, or private courier. The notice must be prepaid and addressed, as set forth in the Company’s and each Series’ records. The notice will be effective on the date of receipt, or, in the case of notice sent by first class mail, the Fifth (5^th) day after mailing.

8.5           Resolution of Inconsistencies. If there are inconsistencies between this Agreement and the Certificate, the Certificate will control. If there are inconsistencies between this Agreement and the Act, this Agreement will control, except to the extent the inconsistencies relate to provisions of the Act that the Members cannot alter by agreement. If there are inconsistencies between this Agreement and the Memorandum, this Agreement will control. Without limiting the generality of the foregoing, unless the language or context clearly indicates a different intent, the provisions of this Agreement pertaining to the Company’s and each Series’ governance and financial affairs, and the rights of the Members upon Dissociation and dissolution, will supersede the provisions of the Act relating to the same matters.

8.6           Provisions Applicable to Transferees. Each Member will execute and deliver any document or statement necessary, to give effect to the terms of this Agreement, or to comply with any law, rule, or regulation governing the Company’s and each Series’ formation and activities.

8.7           Additional Instruments. Each Member will execute and deliver any document or statement necessary, to give effect to the terms of this Agreement, or to comply with any law, rule, or regulation governing the Company’s and each Series’ formation and activities.

8.8           Computation of Time. In computing any period of time under this Agreement, the day of the act or event from which the specified period begins to run, is not included. The last day of the period is included, unless it is a Saturday, Sunday, or legal holiday, in which case the period will run until the end of the next day that is not a Saturday, Sunday, or legal holiday. For purposes of this paragraph, a day shall be deemed to end at 5:00 p.m., in the time zone where the Company then-maintains its principal place of business.

8.9           Entire Agreement. This Agreement, Subscription Agreement, and the Certificates comprise the entire agreement among the parties with respect to the Company and each Series. This Agreement and the Certificate supersede any prior agreements or understandings with respect to the Company and each Series. No representation, statement or condition not contained in this Agreement, , Subscription Agreement, or the Certificates has any force or effect. Notwithstanding the provisions of this Agreement, the Memorandum, or of any Subscription Agreement, it is hereby acknowledged and agreed that the Manager, on its own behalf or on behalf of the Company and each Series, without the approval of any Members or any other person, may enter into a side letter or similar agreement to or with a Member that has the effect of establishing rights under, or altering or supplementing the terms of this Agreement, Memorandum, or of any Subscription Agreement. The parties hereto agree that any terms contained in a side letter or similar agreement to or with a Member shall govern with respect to Member notwithstanding the provisions of this Agreement, Memorandum, or of any Subscription Agreement.

8.10         Waiver. No right or remedy under this Agreement may be waived, except by an instrument in writing, signed by the party sought to be charged with the waiver.

8.11         General Construction Principles. Words in any gender are deemed to include the other genders. The singular is deemed to include the plural, and vice versa. The headings and underlined paragraph titles are for guidance only, and have no significance in the interpretation of this Agreement.

8.12         Binding Effect. Subject to the provisions of this Agreement relating to the transferability of Membership Interests and the rights of Transferees, this Agreement is binding on, and will inure to, the benefit of the Company, the Series, the Members, and their respective distributees, successors, and assigns.

8.13         Governing Law. Delaware law governs the construction and application of the terms of this Agreement.

8.14         Severability. If any provision of this Agreement shall be deemed invalid, unenforceable, or illegal, then, notwithstanding such invalidity, unenforceability, or illegality, the remainder of this Agreement shall continue in full force and effect.

8.15         Counterparts; Signatures. This Agreement may be executed in counterparts, each of which will be considered an original, as to the party signing it. Signatures transmitted via electronic transmission shall have the same legal effect as the exchange of original signatures.

BY PURCHASING A MEMBERSHIP INTEREST IN THE COMPANY AND EXECUTING A SUBSCRIPTION AGREEMENT, EACH MEMBER AGREES TO THE TERMS AND PROVISIONS OF THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT, THE SUBSCRIPTION AGREEMENT, AND THE MEMORANDUM.

29

EXHIBIT C

FORTE INVESTMENT FUND, LLC

a Delaware limited liability company

SUBSCRIPTION AGREEMENT AND
POWER OF ATTORNEY

THE MEMBERSHIP INTERESTS IN A SERIES OF FORTE INVESTMENT FUND, LLC SUBJECT TO THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY (THE “SUBSCRIPTION AGREEMENT”) ARE SECURITIES WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH MEMBERSHIP INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED TO ANY PERSON AT ANY TIME IN: (A) THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH MEMBERSHIP INTERESTS UNDER THE ACT; OR (2) AN OPINION OF COUNSEL SATISFACTORY TO FORTE INVESTMENT FUND, LLC TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED; OR (B) A MANNER INCONSISTENT WITH THE TERMS OF THE MEMBERSHIP INTERESTS OR CERTIFICATE OF FORMATION OR LIMITED LIABILITY COMPANY OPERATING AGREEMENT, ALL OF WHICH ARE INCORPORATED HEREIN BY THIS REFERENCE.

 The undersigned (“Purchaser”) hereby subscribes to become a holder (“Member”) of limited liability company membership interests in a series (“Membership Interests”) of the LLC designated on the signature page (the “Series”), a series of Forte Investment Fund, LLC, a Delaware series limited liability company (“Company” or “Forte”), and to purchase Membership Interests in the Series in the amount indicated above, all in accordance with the terms and conditions of this Subscription Agreement, the Certificate of Formation (the “Certificate”), Limited Liability Company Operating Agreement (“Operating Agreement”) of the Company, the Offering Circular dated August 28, 2024 (the “Offering Circular”), and the Series Offering Statement.

(a)         Company intends to offer Membership Interests through Company’s online investment platform; www.forteinvestmentfund.com (the “Forte Platform”). Through the use of Forte Platform, eligible investors may purchase Membership Interests, access account-related documentation, access other account-related functions and receive updates as applicable.

(b)         The Purchaser acknowledges and agrees that this subscription cannot be withdrawn, terminated, or revoked. The Purchaser agrees to become a Member of the Series and to be bound by all the terms and conditions of the Operating Agreement. This subscription shall be binding on the heirs, executors, administrators, successors and assigns of the Purchaser. This subscription is not transferable or assignable by the Purchaser, except as is provided in the Offering Circular or Subscription Agreement.

(c)          This subscription may be rejected as a whole, or in part, by Forte, in its sole and absolute discretion. If this subscription is rejected, the Purchaser’s funds shall be returned, to the extent of such rejection. This subscription shall be binding on Forte, only upon its acceptance of the same.

(d)         By executing this Subscription Agreement, a Purchaser: (a) makes certain representations and warranties upon which Forte Global Partners Inc., a Massachusetts corporation (“Manager”), will rely on in accepting Purchaser’s subscription funds; and (b) unconditionally and irrevocably agrees to purchase the Membership Interests in the amount shown above, and thereby makes a commitment to contribute capital in accordance with the terms set forth in this Subscription Agreement and the Operating Agreement.

(e)          Neither the execution nor the acceptance of this Subscription Agreement constitutes the Purchaser as a Member, shareholder, owner or creditor of the Company or the Series. If accepted by the Manager, the Purchaser’s capital contribution may be temporarily deposited into a non-interest bearing account (“Subscription Account”). While an Investor’s contribution is held in the Subscription Account, the Investor will not be considered a Member of the applicable Series, and the Investor’s contribution will not accrue any interest from the Series. An Investor shall become a Member of a Series when the Investor’s contribution is deposited into the Series’ operating account (“Operating Account”) from the Subscription Account. The Manager will transfer the Investor’s contribution from the Subscription Account into the Series’ Operating Account on a first in, first out basis when capital is needed by the Series (in the Manager’s sole and absolute discretion).

(f)           The Purchaser’s rights and responsibilities will be governed by the terms and conditions of this Subscription Agreement, Series Offering Statement, the Certificate, and the Operating Agreement.

(g)           If a Purchaser has not been admitted as a Member in the Series within Ninety (90) days of signing this Subscription Agreement and depositing funds into the Subscription Account, the Purchaser may send a written notice to the Manager asking the Manager to either admit Purchaser as a Member of the Series or return Purchaser’s funds and revoke the Subscription Agreement. Within Ten (10) business days of receipt of such written request from the Purchaser, Manager shall, in its sole and absolute discretion, either accept Purchaser as a Member and transfer Purchaser’s funds to the Series’ Operating Account, or return the Purchaser’s funds to the Purchaser and revoke the Subscription Agreement.

(h)           Notwithstanding the foregoing in this Section, the Manager may, in its sole discretion, waive or modify such admission requirements noted herein. Subscription Agreements are non-cancelable and irrevocable by the Investor and subscription funds are non-refundable for any reason, except with the express written consent of the Manager or as expressly set forth herein or in the Subscription Agreement.

(i)            The Purchaser agrees that the subscription for Membership Interests, or portions thereof, will become effective (subject to acceptance of the same by the Manager, in its sole and absolute discretion) following the transfer of the Investor’s capital contribution to the Operating Account, and the Manager accepts the Subscription Agreement, in its sole and absolute discretion.

(j)            The Purchaser agrees and acknowledges that the Purchaser will be designated to the specific Series agreed upon between the Purchaser and the Company, as noted Section 1 above. The Certificate of Formation and its Certificate of Registered Series of a Limited Liability Company indicates that the Company shall be entitled to designate Series of Membership Interests and that the debts, liabilities, obligations, and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of any other Series thereof. The Purchaser of a Series shall be entitled to the benefits of the particular Series only and shall not be entitled to share in the profits, losses, allocations, or distributions of any other series of which they are not a member. Each Series so established shall have the terms, rights, fees, and conditions as set forth in the Series Offering Statement describing terms applicable to the specific Series. When referencing Forte in this Subscription Agreement or in the Operating Agreement, such reference generally includes Series unless the context otherwise states so.

2.             REPRESENTATIONS AND WARRANTIES BY THE PURCHASER. The Purchaser hereby represents, warrants, and agrees as follows:

(a)           Purchaser has received and read the Offering Circular and its Exhibits, including the Certificate and the terms and conditions of the Operating Agreement, and Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of Forte. Purchaser has relied solely upon the Offering Circular and independent investigations made by Purchaser or Purchaser’s representative with respect to the investment in Membership Interests. No oral or written representations beyond the Offering Circular have been made or relied upon.

(b)           Purchaser has read and understands the Certificate and Operating Agreement and understands how Forte functions as a corporate entity. By purchasing the Membership Interests and executing this Subscription Agreement, Purchaser hereby agrees to the terms and provisions of the Certificate and the Operating Agreement.

(c)           Purchaser understands that Forte has limited or no financial and operating history. Purchaser has been furnished with such financial and other information concerning Forte, its management, and its business, as Purchaser considers necessary in connection with the investment in Membership Interests. Purchaser has been given the opportunity to discuss any questions and concerns with Forte.

(d)           Purchaser is purchasing Membership Interests for Purchaser’s own account (or for a trust if Purchaser is a trustee), for investment purposes and not with a view or intention to resell or distribute the same. Purchaser has no present intention, agreement, or arrangement to divide Purchaser’s participation with others or to resell, assign, transfer, or otherwise dispose of all or part of the Membership Interests.

(e)           Purchaser or Purchaser’s investment advisors have such knowledge and experience in financial and business matters that will enable Purchaser to utilize the information made available to evaluate the risks of the prospective investment and to make an informed investment decision. Purchaser has been advised to consult Purchaser’s own attorney concerning this investment and to consult with independent tax counsel regarding the tax considerations of investing in the Membership Interests and becoming a Member of Forte.

(f)            Purchaser has been advised that the Membership Interests have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under any State Securities Laws (the “Law”), on the ground, among others, that no distribution or public offering of the Membership Interests is to be effected and the Membership Interests will be issued by Forte in connection with a transaction that does not involve any public offering within the meaning of section 4(a)(2) of the Act or of the Law, under the respective rules and regulations of the Securities and Exchange Commission. Purchaser understands that the offering and sale of the Membership Interests is intended to be exempt from registration under the Securities Act, under Tier 2 of Regulation A, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement.

(g)           Purchaser has previously furnished Forte a completed Investor Questionnaire through the Forte Platform. All information which Purchaser has furnished in this Subscription Agreement and the Investor Questionnaire, concerning themselves/itself, financial position, and knowledge of financial and business matters is correct, current, and complete.

(h)           All information which Purchaser has furnished in this Subscription Agreement concerning Purchaser, Purchaser’s financial position, and Purchaser’s knowledge of financial and business matters is correct, current, true and complete.

3.             INVESTOR SUITABILITY STANDARDS. Forte intends to sell the Membership Interests to an unlimited number of “Qualified Purchaser” and to an unlimited number of “Accredited Investors” as defined by Rule 144A under the Securities Act of 1933. All Non-accredited investors who are not deemed “Accredited” must ensure that the aggregate purchase price to be paid by the purchaser for the securities (including the actual or maximum estimated conversion, exercise, or exchange price for any underlying securities that have been qualified) is no more than ten percent (10%) of the greater of such purchaser’s net worth or annual income. To qualify as an Accredited Investor, an investor must meet any of the following:

(a)            Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution, as defined in section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of Five Million Dollars ($5,000,000); any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered adviser, or if the employee benefit plan has total assets in excess of Five Million Dollars ($5,000,000), or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(b)           Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(c)           Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts, or similar business trust, partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of Five Million Dollars ($5,000,000);

(d)           Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(e)           Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent at the time of his or her purchase, exceeds One Million Dollars ($1,000,000) (excluding the value of such person’s primary residence);

(f)            Any natural person who had an individual income in excess of Two Hundred Thousand Dollars ($200,000) in each of the two most recent years, or joint income with that person’s spouse or spousal equivalent in excess of Three Hundred Thousand Dollars ($300,000) in each of those years, and has a reasonable expectation of reaching the same income level in the current year;

(g)           Any trust, with total assets in excess of Five Million Dollars ($5,000,000), not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person, as described in § 230.506(B)(b)(2)(ii);

(h)           A natural person holding, and in good standing, of one or more professional certifications or designations or other credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status;

(i)            A natural person holding one or more professional certifications or designations administered by the Financial Regulatory Authority, Inc., and in good standing: the Licensed General Securities Representative (Series 7), Licensed Investment Adviser Representative (Series 65), and Licensed Private Securities Offering Representative (Series 82);

(j)            A natural person who is considered a “knowledgeable employee” of a private fund as defined by Rule 3c-5(a)(4) under the Investment Company Act of 1940, including trustees and advisory board members, or person serving in a similar capacity of a fund relying on an exemption under Investment Company Act of 1940 Section 3(c)(1) or 3(c)(7), or an affiliated person of the fund that oversees the fund’s investments, and employees of the private fund (other than employees performing solely clerical, secretarial, or administrative functions);

(k)           Any family office, as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940: with assets under management in excess of Five Million Dollars ($5,000,000), that is not formed for the specific purpose of acquiring the securities offered, and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risk of the prospective investment;

(l)            Any family client, as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii);

(m)          Any entity not listed above which was not formed for the specific purpose of acquiring the securities offered, owning investments in excess of Five Million Dollars ($5,000,000); or

(n)           Any entity in which all of the equity owners are accredited investors.

4.            AGREEMENT TO REFRAIN FROM RESALE. The Purchaser agrees not to pledge, hypothecate, sell, transfer, assign or otherwise dispose of any Membership Interests, nor receive any consideration for Membership Interests from any person, unless and until prior to any such action:

(a)           A registration statement on a form appropriate for the purpose under the Act with respect to the Membership Interests proposed to be so disposed of shall be then effective and such disposition shall have been appropriately qualified in accordance with applicable securities laws; or

(b)           All of the following shall have occurred: (i) the Purchaser shall have furnished Forte with a detailed explanation of the proposed disposition, (ii) the Purchaser shall have furnished Forte with an opinion of the Purchaser’s counsel in form and substance satisfactory to Forte to the effect that such disposition will not require registration of such Membership Interests under the Act or qualification of such Membership Interests under any other securities law, and (iii) counsel for Forte shall have concurred in such opinion and Forte shall have advised the Purchaser in writing of such concurrence.

5.             POWER OF ATTORNEY.

(a)            The Purchaser irrevocably constitutes and appoints the Company with full power of substitution as their true and lawful attorney-in-fact and agent, to execute, acknowledge, verify, swear to, deliver, record, and file, in the Purchaser’s name or their assignee’s name, place, and stead, all instruments, documents, and certificates that may from time to time be required by the laws of the United States of America, the State of Delaware, and any other state in which the Company conducts or plans to conduct business, or any political subdivision or agency of the government, to effectuate, implement, and continue the valid existence of the Company, including, without limitation, the power of attorney and authority to execute, verify, swear to, acknowledge, deliver, record and file the following:

(i)             the Membership Interests, the Operating Agreement, the Certificate and all other instruments (including amendments thereto) that the Company deems appropriate to form, qualify or continue the Company as a limited liability company in the State of Delaware and all other jurisdictions in which the Company conducts or plans to conduct business;

(ii)            all instruments that the Company deems appropriate to reflect any amendment to the Certificate or Operating Agreement, or modification of the Company, made in accordance with the terms of the Certificate or Operating Agreement;

(iii)           a fictitious business name certificate and such other certificates and instruments as may be necessary under the fictitious or assumed name statute from time to time in effect in the State of Delaware and all other jurisdictions in which the Company conducts or plans to conduct business;

(iv)            all instruments relating to the admission of any additional Members or other shareholders, owners or creditors, whether secured or unsecured; and

(v)             all conveyances and other instruments that the Company deems appropriate to reflect the dissolution and termination of the Company pursuant to the terms of the Certificate and the Operating Agreement.

(b)           The power of attorney granted is a special power of attorney and shall be deemed to be coupled with an interest, shall be irrevocable, shall survive the death, dissolution, bankruptcy, or legal disability of the Purchaser, and shall extend to the Purchaser’s heirs, successors, and assigns. The Purchaser agrees to be bound by any representations made by the Company acting in good faith under such power of attorney, and each Member waives any and all defenses that may be available to contest, negate, or disaffirm any action of the Company taken in good faith under such power of attorney.

6.             MISCELLANEOUS.

(a)          CHOICE OF LAWS: This Subscription Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its choice of laws rules.

(b)          ENTIRE AGREEMENT: This Agreement, the Operating Agreement, and any side letters or similar agreements between the Member and the Manager, constitutes the full, complete, and final agreement of the Members between the Members and the Manager (as the Initial Member of the Company) and supersedes all prior written or oral agreements between the Members with respect to the Company. The Manager on its own behalf or on behalf of the Company, without the approval of any Members or any other person, may enter into a side letter or similar agreement to or with a Member which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement or of any Operating Agreement. The Member and the Manager agree hereto that any terms contained in a side letter or similar agreement to or with a Member shall govern with respect to such Member notwithstanding the provisions of this Subscription Agreement or any provisions in the Operating Agreement.

(c)          BINDING ARBITRATION: Any dispute, claim or controversy arising out of, relating to, in connection with or under this Subscription Agreement, or the breach or threatened breach thereof, will be resolved through confidential binding arbitration under the then prevailing rules of JAMS in the Middlesex County, state of Massachusetts (or as close thereto as possible, in the event that such venue is not available for the arbitration), and any party making a claim hereunder in whatever form hereby submits to jurisdiction and venue in that forum for any and all purposes. The decision of the arbitrator shall be final and judgment on any award thereupon may be entered in any court having jurisdiction thereof. This paragraph 6(c) shall not preclude either party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(d)          TERMINATION OF AGREEMENT: If this subscription is rejected by the Company, then this Subscription Agreement shall be null and void and of no further force and effect and no party shall have any rights against any other party hereunder and the Company shall promptly return the funds delivered with this Subscription Agreement.

(e)           TAXES. The discussion of the federal income tax considerations arising from investment in the Company and each Series, as set forth in the Offering Circular, is general in nature and the federal income tax considerations to the Purchaser of investment in the Membership Interests will depend on individual circumstances. The Offering Circular does not discuss state income tax considerations, which may apply to all or substantially all Purchasers. There can be no assurance that the Internal Revenue Code or the Regulations under the Code will not be amended in a manner adverse to the interests of the Purchaser or the Company.

(f)            DULY AUTHORIZED. If the Purchaser is a corporation, partnership, trust, or other entity, the individual(s) signing in its name is (are) duly authorized to execute and deliver this Subscription Agreement on behalf of such entity, and the purchase of the Membership Interests by such entity will not violate any law or agreement by which it is bound.

(g)           MEMBERSHIP INTERESTS WILL BE RESTRICTED SECURITIES. The Purchaser understands that the Membership Interests will be “restricted securities” as that term is defined in Rule 144 under the Act and, accordingly, that the Membership Interests must be held indefinitely unless they are subsequently registered under the Act and any other applicable securities law or exemptions from such registration is available. The Purchaser understands that the Company is under no obligation to register Membership Interests under the Act, to qualify Membership Interests under any federal or state securities law, or to comply with Regulation A or any other exemption under the Act or any other law.

(h)           MEMBERSHIP INTERESTS CONTAIN RESTRICTIVE LEGEND. Any documents or certificates issued to evidence ownership of the Membership Interests will bear restrictive legends notifying prospective purchasers of the transfer restrictions set forth above, and the Company will not permit transfer of any Membership Interests on the books of the Company in violation of such restrictions.

(i)            SUCCESSORS. The representations, warranties and agreements contained in this Subscription Agreement shall be binding on the Purchaser’s successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers. If the Purchaser is more than one person, the obligations of all of them shall be joint and several, and the representations and warranties contained herein shall be deemed to be made by, and to be binding upon, each such person and their heirs, executors, administrators, successors, and assigns.

(j)            ELECTRONIC SIGNATURE. This Subscription Agreement may hereby be executed and delivered in counterparts by electronic signature with the same effect as if the parties executing the counterparts had all executed one counterpart. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., clicking “I agree” or use of www.forteinvestmentfund.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Each party consents and agrees that its electronic signature meets the requirements of an original signature as if actually signed by such party in writing. Further, each party agrees that no certification authority or other third-party verification is necessary to the enforceability of its signature. No party hereto may raise the use of an electronic signature as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this Section.

(k)           INDEMNIFICATION. The Purchaser shall indemnify and defend the Company and its directors and officers from and against any and all liability, damage, cost, or expense (including attorneys’ fees) arising out of or in connection with:

(i)            Any inaccuracy in, or breach of, any of the Purchaser’s declarations, representations, warranties or covenants set forth in this document or any other document or writing delivered to Forte;

(ii)          Any disposition by the Purchaser of any Membership Interests in violation of this Agreement, the Certificate or the Operating Agreement, or any applicable law; or

(iii)         Any action, suit, proceeding or arbitration, whether threatened, pending or actual, alleging any of the foregoing.

7.             FURTHER REPRESENTATIONS AND COVENANTS. Purchaser understands that the Company and the Manager will be relying on the accuracy and completeness of the statements and responses contained in this Subscription Agreement. Purchaser represents, warrants, and covenants to the Company and the Manager as follows:

(a)           Purchaser’s statements and responses contained in this Subscription Agreement are complete and correct and may be relied on by the Company for the purpose of complying with all applicable security laws and to determine whether the Purchaser is a suitable investor.

(b)           Purchaser will notify the Company immediately of any material change in any statement or response made in this Subscription Agreement before acceptance by the Company of this subscription.

(c)           Purchaser has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the prospective investment, or the Purchaser has consulted with professional advisors who have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of prospective investment.

(d)           Purchaser is able to bear the economic risk of an investment in the Membership Interests for an indefinite period of time and understand that an investment in the Membership Interests is illiquid and may result in a complete loss of such investment.

(e)           Purchaser understands and agrees that the Company is relying upon the truthfulness of the certification being made by Purchaser as to Purchaser’s status as an Accredited Investor or a Non-Accredited Investor that is not investing the greater of 10% of their net worth or annual income.

(f)            Purchaser agrees and understands that in making this investment, Purchaser: (a) must have sufficient knowledge and experience in such financial and business matters to be capable of evaluating the merits and risks of a purchase of the Membership Interests; or (b) must retain the services of an “Investment Advisor” (who may be an attorney, accountant, or other financial adviser unaffiliated with, and who is not compensated by, the Company or any affiliate or selling agent of the Company, directly or indirectly) for the purpose of aiding in the evaluation of this particular transaction.

[Signature Page to Subscription Agreement on Following Page]

FOR GOOD AND VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the Purchaser, intending to be legally bound, has executed this Subscription Agreement on the date below.

BY PURCHASING MEMBERSHIP INTERESTS AND EXECUTING THIS SUBSCRIPTION AGREEMENT, EACH PURCHASER HEREBY AGREES, UPON ACCEPTANCE BY FORTE, TO BE LEGALLY BOUND BY THE TERMS OF THE OPERATING AGREEMENT, THE SUBSCRIPTION AGREEMENT, AND OFFERING CIRCULAR.

SUBSCRIPTION:

 
Amount of Investment: ________________________________________________________________

Shares of Investment: ________________________________________________________________

Series Name: ______________________________________________________________

Signature of Purchaser: ______________________________________________________________

Print Name of Purchaser: ______________________________________________________________

Date: _______________________

ACCEPTANCE: (NOT VALID UNTIL ACCEPTED BY MANAGER)

Forte has accepted this Subscription Agreement as of the date below, by the signature of a duly authorized representative of the Manager of the Company.

EXHIBIT D

Broker-Dealer Agreement

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Forte Investment Fund, LLC (“Client”), and Dalmore Group, LLC., a Delaware Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as 78/26/2024 (the “Effective Date”):

WHEREAS, Dalmore is a registered broker-dealer providing services in the equity and debt securities market, including offerings conducted via exemptions from registration with the Securities Exchange Commission (“SEC”);

WHEREAS, Client is offering securities directly to the public in an offering exempt from registration under Regulation A (the “Offering”); and

WHEREAS, Client recognizes the benefit of having Dalmore as a broker dealer of record and service provider for investors who participate in the Offering (collectively, the “Investors”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.       Appointment, Term, and Termination.

a.       Services. Client hereby engages Dalmore to perform the services listed on Exhibit A attached hereto and made apart hereof, in connection with the Offering (the “Services”). Unless otherwise agreed to in writing by the parties, the services to be performed by Dalmore are limited to those Services.

b.       Term. The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months and will renew automatically for successive renewal terms of twelve (12) months each unless any party provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term. If Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon written notice if Client fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied, (ii) upon written notice, if any material representation or warranty made by Client proves to be incorrect at any time in any material respect, or (iii) upon written notice if Client or Dalmore commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappealable order for relief, under any bankruptcy, insolvency or other similar law, or either party executes and delivers a general assignment for the benefit of its creditors.

2.       Compensation. As compensation for the Services, Client shall pay to Dalmore the following fees:

a.       A fee equal to one percent (1%) on the aggregate amount raised by the Client (the “Offering Fee”). The Offering Fee shall only be payable after the Financial Industry Regulatory Authority (“FINRA”) department of Corporate Finance issues a no objection letter (the “No Objection Letter”) for the Offering. Client authorizes Dalmore to deduct the Offering Fee directly from the Client’s third-party escrow or payment account.

b.       A one-time expense fee of five thousand ($5,000) for out-of-pocket expenses incurred by Dalmore (the “Expense Fee”). The Expense Fee is due and payable upon execution of this Agreement. The Expense Fee shall cover expenses anticipated to be incurred by the firm such as FINRA filings and any other expenses incurred by Dalmore in connection with the Offering. Notwithstanding the foregoing, Dalmore will refund to the Client any portion of the Expense Fee that remains unused.

c.        A one-time consulting fee of twenty thousand ($20,000) (the “Consulting Fee”), due and payable within five (5) days of receipt of the No Objection Letter. In the event the Consulting Fee is not paid by the first closing, Client authorizes Dalmore to deduct the Consulting Fee directly from the Client’s third-party escrow or payment account upon the first closing. Consulting fees payable under this Agreement are not refundable for any reason.

3.       Regulatory Compliance

a.       Client and all its third-party providers shall at all times (i) maintain all required registrations and licenses, including foreign qualification, if necessary; and (iii) pay all related fees and expenses (including all fees associated with FINRA filings), in each case that are necessary or appropriate to perform their respective obligations under this Agreement.

FINRA Corporate Filing Fee for this $75,000,000, best efforts offering will be $11,750 and will be a pass-through fee payable to Dalmore, from the Client, who will then forward it to FINRA as payment for the filing. Since this Offering involves ongoing filings, Dalmore will invoice the Client for the FINRA fee due and the $1,000 1-APOS filing fee prior to each filing. This fee is due and payable prior to any submission by Dalmore to FINRA.

b.       Client and Dalmore will each be responsible for supervising the activities and training of their respective sales employees, as well as all of their other respective employees in the performance of functions specifically allocated to them pursuant to the terms of this Agreement.

c.       Client and Dalmore agree to promptly notify the other concerning any material communications from or with any Governmental Authority or Self-Regulatory Organization with respect to this Agreement or the performance of its obligations unless such notification is expressly prohibited by the applicable Governmental Authority.

4.       Role of Dalmore. Client acknowledges and agrees that Dalmore’s sole responsibilities in connection with an Offering are set forth on Exhibit A, and that Dalmore is strictly acting in an administrative and compliance capacity as the broker dealer of record, and is not being engaged by the Client to act as an underwriter or placement agent in connection with the Offering. Dalmore will use commercially reasonable efforts to perform the Services. Dalmore (i) makes no representations with respect to the quality of any investment opportunity; (ii) does not guarantee the performance of any Investor; (iii) is not soliciting or approaching investors in connection with the Offering, (iv) is not an investment adviser, does not provide investment advice and does not recommend securities transactions, (v) in performing the Services is not making any recommendations to the appropriateness, suitability, legality, validity or profitability of the Offering, and (vi) does not take any responsibility for any documentation created and used in connection with the Offering.

5.       Indemnification. Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

6.       Confidentiality. For purposes of this Agreement, the term “Confidential Information” means all confidential and proprietary information of a party, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) the names and other personally-identifiable information of users of the third-party provided online fundraising platform, (v) security codes, and (vi) all documentation provided by Client or Investor, but shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient. During the term of this Agreement and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose without the prior written consent of such other party. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information (i) if required to do by order of a court of competent jurisdiction, provided that such party shall notify the other party in writing promptly upon receipt of knowledge of such order so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required by applicable law. Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Client acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Dalmore to maintain copies of practically all data, including communications and materials, regardless of any termination of this Agreement.

7.       Notices. Any notices required by this Agreement shall be in writing and shall be addressed, and delivered or mailed postage prepaid, or faxed or emailed to the other parties hereto at such addresses as such other parties may designate from time to time for the receipt of such notices. Until further notice, the address of each party to this Agreement for this purpose shall be the following:

If to the Client:

Forte Investment Fund, LLC

P.O. Box 590524

716 Beacon Street, Newton, MA

02458

Attn: Shauzab Ladha
          Founder & CEO

Tel:    917 656 5784

Email: shladha@gmail.com

If to Dalmore:

                  Dalmore Group,
                      LLC 530 7th Avenue,
                      Suite 902 

New York, NY, 10018

Attn: Etan Butler, Chairman

Tel: 917-319-3000

Email: etan@dalmorefg.com

8.       Miscellaneous.

a.       ANY DISPUTE OR CONTROVERSY BETWEEN THE CLIENT AND PROVIDER RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL BE SETTLED BY ARBITRATION BEFORE AND UNDER THE RULES OF THE ARBITRATION COMMITTEE OF FINRA.

b.       This Agreement is non-exclusive and shall not be construed to prevent either party from engaging in any other business activities.

c.       This Agreement will be binding upon all successors, assigns or transferees of Client. No assignment of this Agreement by either party will be valid unless the other party consents to such an assignment in writing. Either party may freely assign this Agreement to any person or entity that acquires all or substantially all of its business or assets. Any assignment by the either party to any subsidiary that it may create or to a company affiliated with or controlled directly or indirectly by it will be deemed valid and enforceable in the absence of any consent from the other party.

d.       Neither party will, without prior written approval of the other party, reference such other party in any advertisement, website, newspaper, publication, periodical or any other communication, and shall keep the contents of this Agreement confidential in accordance with the provisions set forth herein.

e.       THE CONSTRUCTION AND EFFECT OF EVERY PROVISION OF THIS AGREEMENT, THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT AND ANY QUESTIONS ARISING OUT OF THE AGREEMENT, WILL BE SUBJECT TO THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES TO THE EXTENT SUCH APPLICATION WOULD CAUSE THE LAWS OF A DIFFERENT STATE TO APPLY. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

f.        If any provision or condition of this Agreement is held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, the validity of the remaining provisions and conditions will not be affected and this Agreement will be carried out as if any such invalid or unenforceable provision or condition were not included in the Agreement.

g.       This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement relating to the subject matter herein. The Agreement may not be modified or amended except by written agreement.

h.       This Agreement may be executed in multiple counterparts and by facsimile or electronic means, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.

[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

	Forte Investment Fund, LLC
	By	Name:
		Shauzab Ladha
	Its:	Founder & CEO
	Dalmore Group, LLC:
	By	Name: Etan Butler
	Its:	Chairman

Exhibit A

Services:

EXHIBIT E

September 29, 2025

Forte Investment Fund,
LLC 58 Main Street, 2nd Floor,
Hackensack, New Jersey 07601    

Ladies and Gentlemen:

We have acted as special counsel to Forte Investment Fund, LLC , a Delaware series limited liability company (the “Company”) in connection with the Company’s filing with the Securities and Exchange Commission (the “Commission”) on or about the date hereof of the Company’s Offering Statement on Form 1-A (as mended or supplemented, the “Offering Statement”) pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), relating to the filing of the Offering Statement and the offering of the Company’s investor shares (“Investor Shares”). The Offering Statement includes offerings of various series of membership interests (each, a “Series”), a series designation (each, a “Series Designation” and, collectively, the “Series Designations”) for each of which will be in the form filed with the Offering Statement, prior to the issuance thereof.

The Offering Statement relates, among other things, to the proposed issuance and sale by the Company (the “Offering”) of one series of the Company’s Interests (designated as the “Series Interests” on Schedule A to this opinion letter), as further described in the Offering Statement.

We assume that the Series Interests will be sold as described in the Offering Statement and pursuant to a Subscription Agreement, substantially in the form filed as an exhibit to the Offering Statement, to be entered into by and between the Company and each of the purchasers of the Series Interests (each, a “Subscription Agreement” and, collectively, the “Subscription Agreements”).

In rendering the opinion set forth below, we have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company. As to certain matters of fact, both expressed and implied, we have relied upon representations, statements or certificates of officers of the Company.

All Attorneys are admitted in California unless indicated in brackets

Additional admission indicated in brackets

September 29, 2025
Page 2

Based on the foregoing, and subject to the stated assumptions, we are of the opinion that, when issued in accordance with the terms of the Offering Circular, the Investor Shares will be validly issued and fully paid, and holders of the Investor Shares will have no obligation to make payments or contributions to the Company or its creditors solely by reason of their ownership of the Investor Shares.

Our opinion set forth herein is limited to the limited liability company law of the State of Delaware and to the extent that judicial and regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations for governmental authorities are relevant, to those required under such law. We express no opinion and make no representation with respect to any other laws or the law of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and Form 1-A and to any references to this firm in any prospectus contained therein. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or any other document or agreement involved with the issuance of the Investor Shares. We assume no obligation to advise you of facts, circumstances, events or developments which may hereafter be brought to our attention and which may alter, affect, or modify the opinions expressed herein.

Please feel free to contact me if you have any questions at the above contact information.

SCHEDULE A

EXHIBIT F

EXHIBIT G

Nema Daghbandan Kevin S. Kim (also TX) Dennis R. Baranowski Melissa C. Martorella Jennifer Young Steven E. Ernest (also TX, CO, OR, WA and IN)   Of Counsel Marina Fineman   20 Pacifica, Suite 300 Irvine, CA 92618 Tel: (949) 379-2600 www.fortralaw.com

Kyle Z. Niewoehner Jacoby R. Perez Casey P. Busch Madelaine Prescott (also NC and OH) A. Nichole Moore (VA and DC only) Brianna Milligan Nazanin Javanmardi Adam V. Arbonies Carter E. Irwin Anthony P. Diehl Ricky S. Shah

September 29, 2025

Ladies and Gentlemen:

We have acted as special counsel to Forte Series A LLC, a Delaware limited liability company (the “Company”) in connection with its preparation and filing with the Securities and Exchange Commission of an Offering Statement via Form 1-A/A (as amended or supplemented, the “Offering Statement”) pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), relating to the filing of the Offering Statement and the offering of the Company’s investor shares (“Investor Shares”).

In rendering the opinion set forth below, we have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company. As to certain matters of fact, both expressed and implied, we have relied upon representations, statements or certificates of officers of the Company.

Based on the foregoing, and subject to the stated assumptions, we are of the opinion that, when issued in accordance with the terms of the Offering Circular, the Investor Shares will be validly issued and fully paid, and holders of the Investor Shares will have no obligation to make payments or contributions to the Company or its creditors solely by reason of their ownership of the Investor Shares.

Our opinion set forth herein is limited to the limited liability company law of the State of Delaware and to the extent that judicial and regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations for governmental authorities are relevant, to those required under such law. We express no opinion and make no representation with respect to any other laws or the law of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and Form 1-A/A and to any references to this Firm in any prospectus contained therein. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or any other document or agreement involved with the issuance of the Investor Shares. We assume no obligation to advise you of facts, circumstances, events or developments which may hereafter be brought to our attention and which may alter, affect, or modify the opinions expressed herein.

Please feel free to contact me if you have any questions at the above contact information.

All Attorneys are admitted in California unless indicated in brackets

Additional admission indicated in brackets