Offering

Closed to all new investments. 

INVESTMENT FEATURES

• $1.5 billion offering at $10 per share
• Monthly distributions, anticipated to be covered fully by MFFO
• Distribution reinvestment plan at $9.50 per share
• $2,500 minimum investment
• Share repurchase plan after one-year holding period, subject to significant limitations*
• Suitability: $70,000 annual income and $70,000 net worth, or $250,000 net worth (higher suitability requirements in some states; please consult the prospectus)

*We will repurchase no more than 5% of the weighted-average number of shares outstanding during the prior calendar year. The cash available to redemptions will be limited to the proceeds from the distribution reinvestment plan. The board of directors may suspend, amend or terminate the share repurchase program.


INVESTMENT OBJECTIVES

Necessity-Based Retail
We will acquire well-occupied anchored shopping centers that serve the day-to-day shopping needs of trade area residents, e.g., grocery stores, general merchandise stores, discount stores, restaurants and neighborhood service provides such as dry cleaners and coffee shops.

Upside Potential
We believe there will opportunities to buy high-quality real estate from distressed sellers at a discount to replacement cost with significant upside potential from lease-up, rent growth and cap rate compression.

Stable Distributions
We expect to pay monthly distributions to our shareholders that will be covered by MFFO.**

Low Leverage
We intend to use a prudent financing strategy and target no more than a 50% debt-to-asset value ratio upon full invesment of the offering proceeds. However, our charter permits a maximum leverage of 75% of the cost of our investments.

Liquidity Event
Rather than following an indefinite buy-and-hold strategy, we have a buy-and-sell strategy intended to create a liquidity event for our shareholders within three to five years after the termination of the offering period, which will be August 12, 2012 or, if extended, February 12, 2014.

Maximize Total Returns
We are focused on maximizing total returns to our shareholders and believe investing in the current cycle allows us to take advantage of a unique window of opportunity.

**Distributions are not guaranteed and once we commence distributions, no assurances can be given that distributions will continue to be made or than any particular rate of distribution will be maintained. Distribution Coverage Ratio is detailed in our public filings using Modified Funds From Operations (“MFFO”). MFFO does not represent cash flows from operations as defined by GAAP and is not indicative of cash available to fund cash flow needs and liquidity. It is defined as income before gains (losses) on investments and extraordinary items (computed in accordance with GAAP) plus real estate depreciation, less preferred dividends, modified by excluding the impact of expensing acquisition and related transaction costs. MFFO used to calculate the Distribution Coverage Ratio is a non-GAAP financial measure.


INVESTMENT ADVANTAGES

Growth Markets
Our properties will be located in established or growing markets based on evaluation of population growth, employment, household income and other demographic factors.

No Legacy Issues
Unlike many existing real estate companies, neither management nor shareholders will be burdened with past acquisitions made at the "top of the market."

Professional Management
Our assets are managed by experienced real estate professionals who have acquired over $1.8 billion of retail real estate and invested through various real estate cycles.

Low Correlation to Stock Market
Non-traded REIT values are tied directly to underlying real estate values, not the volatility of the stock and bond markets.

Hedge Against Inflation
Real estate is considered to be a good hedge against inflation.