CLEAR SKY CAPITAL

North Park

Address: 90 Northpoint Drive Houston, TX, 77060

Number of Units: 192

Year Built: 1979

Average Unit Size: 719 SF

Purchase Price: US$14,500,000

Price Per Unit: US$75,521

Land Size: 6.21 Acres

Number of Buildings: 19

Building Type: Two Storeys

Construction Type: Wood Frame

Parking: 226 Total Spaces 4 Handicapped Spaces

AmenitiesKitchens with New Black Appliances

Brushed Nickel Hardware & Lighting*

Pull-Down Goose Neck Faucet Designer Tile Backsplashes

Ceramic Tile Floors* Glass Tile Accents on Tub Surrounds*

Vinyl Wood Plank Floors* Walk-in Closets

Kitchens with Pass-through Bars* Private Patios or Balconies

Linen and Pantry Storage Exterior Storage*

Separate Dining Alcoves Sparkling Swimming Pool

Ceiling Fans Two Clothes Care Centers

New Tubs and Tile Surrounds* Children’s Playground

Ceramic Tile Countertops Limited Access Gates

New Kitchen & Bathroom Cabinets* Parking Spaces

STRATEGIC ASSET FUND – SERIES 5

INVESTMENT PROPERTY

The Fund considers North Park Apartments to be a highly opportunistic acquisition. North Park Apartments is a 192-unit, two-storey apartment community built in 1979.

Located in north Houston just 0.2 miles east of I-45 North, the property is less than two miles from Pinto Business Park, which has seen an explosion of growth over the past year with the recent opening of Amazon’s 855,000 square foot fulfillment center. Pinto Business Park also saw Sysco’s expansion of their current 585,000 square foot facility and the announcement of Emser Tile’s new 600,000 square foot distribution center, which broke ground October 2017.

The unit mix at North Park is approximately 54% one-bedroom and 46% two-bedroom units. Construction is of wood frame, with pitched tile roofs.

The Fund believes that the Houston multifamily market is in the recovery stage of the Real Estate Cycle. In addition to the potential upside in the market, the Fund believes that North Park Apartments presents a tremendous opportunity to increase net operating income through a strategic renovation program, introducing a utility reimbursement plan and installing washer/dryer connections in select units.

*Select Units

Houston is home to a thriving business economy that has rapidly diversified from its strong energy base. This economic diversification includes growth in high-technology industries, medical research, health care and professional services.

Houston’s economy has a broad industrial base in energy, manufacturing, aeronautics and transportation. Leading in health care sectors and building oilfield equipment, Houston has the second most Fortune 500  headquarters of any U.S. municipality within its city limits (after New York City). (CBRE, Houston Multifamily, Q3 2017)

Houston is one of the fastest growing and 4th most populous U.S. City and the 5th largest metropolitan statistical area in the U.S., with an estimated 2.3 million people. (Berkadia, Houston Market Review, 2016)

HOUSTON - OVERVIEW & ECONOMIC HIGHLGHTS

HOUSTON – MULTIFAMILY REAL ESTATE MARKET

Houston’s multifamily market consists of just over 600,000 units and was expected to fare very poorly in the aftermath of the Hurricane Harvey. However, data gathered by the multifamily research group Apartment Data Services, who reached out to thousands of owners and managers, proved otherwise. The latest information released shows that only 15,600 units - representing 1.7 % of the inventory - took on water or were otherwise damaged. To put this in context, the number of affected units was surprisingly less than when Tropical Storm Allison hit in 2001, where 20,000 units were damaged in that storm. (CBRE, Houston Multifamily, Q3 2017)

When combining the units removed from Houston’s multifamily inventory due to flooding with a spike in demand from the thousands of residents seeking housing in 2017, a continued decline in overall vacancy – which sat at 11% prior to the storm – will be seen in quarters to come.

Also contributing to the forecasted vacancy diminishment is the relatively light development pipeline the region is facing, with just over 7,000 new units under construction.

Because of the stronger demand and moderation of new supply, rents will climb and free rent concessions will likely disappear. (CBRE, Houston Multifamily, Q3 2017)

Expect multifamily vacancy to contract by 200-300 basis points in the immediate future and come to rest firmly in the single digits in 2018.

Approximately 15,600 units within 215 properties reported damage, according to a survey completed by Apartment Data Services. When these properties were removed from operating inventory, the occupancy rate spiked to 90.2%, up from 88.9% at the beginning of August 2017.

Although some renters will return to their homes in the next six to nine months, demand from recovery efforts and new permanent renters will complement organic growth, which was already forecasted to pick up in 2019. (CBRE, Houston Multifamily, Q3 2017).

Development Pipeline and Forecast Absorption TrendUnits (000s)Source: CBRE Research, Apartment Data Services, Q3 2017.

0

5

10

15

25

20

Deliveries Projected Deliveries Net Absorption

2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Occupancy and Rental Spike in Respond to Hurricane

Damaged units are removed from operating inventory re�ecting increase in occupancy.

Occupancy Effective Rental Rate

$1.14

1.13

1.12

1.11

1.10

1.09

1.08

%91.0

90.590.0

89.5

89.088.5

88.0

87.5

87.0

Oct-1

5

Nov-

15

Dec-1

5

Jan-

16

Feb-

16

Mar

-16

Apr-1

6

May

-16

Jun-

16

Jul-1

6

Aug-

16

Sep-

16

Jan-

17

Feb-

17

Mar

-17

Apr-1

7

May

-17

Jun-

17

Jul-1

7

Aug-

17

Sep-

17

Oct-1

6

Nov-

17

Dec-1

7

Source: CBRE Research, Apartment Data Services, Q3 2017.

FIVE-YEAR POPULATION GROWTH (2017-2022)

648,200

3Q17 POPULATIONAGE 20-34

(Percent of total population)

Metro 22%U.S. 21%

3Q17 MEDIAN HOUSEHOLDINCOME

Metro $63,308U.S. Median $58,218

FIVE-YEAR HOUSEHOLDGROWTH (2017-2022)

253,000

2Q17 TOTALHOUSEHOLDS

43% Rent57% Own

POPULATION OF AGE 25+PERCENT WITH BACHELOR

DEGREE (2016)

Metro 30%U.S. Average 29%

Source: Marcus & Millichap, Multifamily Research Market Report, Houston Metro Area, Fourth Quarter 2017

In Houston, apartment rent grew at its strongest annual pace in the last four quarters, reaching US$1,044 per month.

Rent growth over the last 12 months was strongest in North Central Houston and Memorial, rising 8.0% and 7.8%, respectively. (Marcus & Millichap, Multifamily Research Market Report, Fourth Quarter 2017)

The Fund considers the North Park Apartments to be a highly opportunistic acquisition based upon:

UNIT TYPE % OF UNITS NO. OF UNITS SQUARE FOOTAGE1 Bedroom / 1 Bath 12.5% 24 5171 Bedroom / 1 Bath 41.5% 80 6442 Bedroom / 1 Bath 25.0% 48 8122 Bedroom / 2 Bath 21.0% 40 880

Totals/Averages 100% 267 719

EXIT SCENARIOS

RENOVATION PLANS

INVESTMENT HIGHLIGHTS

The Fund has two potential exit scenarios for North Park:

1. Sell the North Park as an apartment complex; or

2. Sell individual condominium apartments as the market improves

over the same time frame.

While multiple exit scenarios are possible, the anticipated exit scenario for North Park is to sell the property as an apartment building.

INVESTMENT ANALYSIS

• Immediate cash-flowing multifamily property.• Purchase Price of US$14,500,000, for 192 unit multifamily property.• Cash flow distributions largely treated as a return-of-capital.• 98.4% occupied (as of March 6, 2018).• Target quarterly cash flow distributions anticipated starting end of

Q2 2018.

• Potentially strong long-term capital appreciation.• 80% profit share for cash flow distributions.• 80% profit share for sale proceeds.• Sale distributions treated as a capital gain.• Securities offered are CD$ or US$ Trust Units.• Anticipated holding period of 4 to 6 years.

The additional revenue which potentially can be earned by continuing renovations and upgrades on the remaining units. Renovated units are currently charging an additional $60 monthly premium.

The significant operational upside over the current management, which includes the removal of rent concessions and implementing a Resident Utility Billings System (RUBS) to recover water, sewer and garbage disposal costs on a per unit basis.

Current rents being below market (last rental rate increase occurred in August 2015).

The installation of additional washer/dryer connections, which can be added to select units. Currently, units with washer/dryer connections are able to charge an additional $50 per month.

The Fund believes that there is a significant operational upside over the current management, which includes the lowering of expenses, stabilizing occupancy and increasing rents over time.

While occupancy rates may fluctuate, approximately 98.4% of the 192 units at North Park Apartments were rented as of March 6, 2018.

The various apartment units in the North Park complex are currently rented in the range of US$734-US$979 per month.

In connection with its plans to improve operations, the Fund anticipates incurring renovation costs over the next two years of approximately US$580,000 following the acquisition of North Park Apartments, including the following improvements:

• Repair pool decking and create resort-like pool atmosphere • Add new appliances to enhance the units • Vinyl plank flooring

• Ceramic kitchen and bathroom countertops • Installing in-suite Washer/Dryer connections • Beautify landscaping surrounding the property

Issuer Clear Sky Capital Strategic Asset Fund - Series 5

Securities Offered CD$ Trust Units and US$ Trust Units

Maximum Offering CD$10,000,000

Price Per Security CD$10/CD$9 per Trust Unit (See Offering Memorandum) US$ Trust Unit in US$ established on the applicable Closing Date

Minimum Subscriptions CD$10,000 for Trust Units. US$10,000 for US$ Trust Units

Resale Restrictions You will be restricted from selling your Trust Units for an indefinite period

Cash Flow Distributions Trust Unitholders receive 80% of the Net Available Cash distributions

Property Disposition Trust Unitholders receive 80% of the Net Available Cash attributed to the sale or disposition of a property

Performance Fee Acquisition or investment in a property by a Property LP in an amount equal to 2.5%. Upon disposition, an amount equal to 1.5%

Eligible for Registered Plans* RRSP, TFSA, RRIF, Spousal RRSP and RESP

OFFERING OVERVIEW

This brochure is intended for information purposes only and does not constitute an offer to sell or a solicitation to buy securities. No securities regulatory authority or regulator has assessed the merits of the information herein or reviewed this brochure. This brochure is not intended to assist you in making any investment decision regarding the purchase of securities. Rather, the Fund has prepared an offering memorandum for delivery to prospective investors, which describes certain terms, conditions and risks of the investment and certain rights that you may have. This brochure is not intended for delivery to any person without the accompanying offering memorandum. If you did not receive an offering memorandum, please contact us to obtain one. You should review the offering memorandum with your professional advisers before making any investment decision. This brochure and the accompanying offering memorandum are intended for delivery only to, and participation in the investment is restricted to, investors to whom certain prospectus exemptions apply, as described in the offering memorandum.

This brochure contains disclosures that constitute forward-looking information under securities laws. Various assumptions are applied in drawing conclusions set out in forward-looking information, including assumptions about the Texas real estate market, economic conditions, global and regional financial crises, availability of capital and government policy. The forward-looking information herein is based (in whole or in part) upon risk factors which may cause actual results to differ materially from those contemplated in the forward-looking information, including risks associated with: economic conditions, the global and regional credit crises, real estate markets, financing efforts, construction delays, cost overruns and regulatory changes. You should not place undue reliance on forward-looking information and actual results may differ materially from the forward-looking information herein. The foregoing statements expressly qualify any forward-looking information contained herein. The Fund is not obligated to update or revise any forward-looking information except as required by applicable law.

DISCLAIMER

* Subject to reaching certain investment thresholds prescribed under the Tax Act.

No U.S. Tax Return - This offering has been created to provide an opportunity for Canadian investors, by way of a tiered partnership structure, to invest indirectly in United States real estate properties. CD$ Trust Unitholders and US$ Trust Unitholders will not be required to file U.S income tax returns solely by holding Trust Units.

Risk Factors - Please refer to the Offering Memorandum for a full description of the potential risk factors associated with the purchase of Trust Units.

Market Risks - The economic performance and value of a Property LP’s investment in real estate assets will be subject to all of the risks associated with investing in real estate.

Currency Consideration - The Fund may realize gains and losses for tax or other purposes by virtue of the fluctuation of the value of foreign currencies relative to Canadian dollars.

Hedging - The Fund may use available funds to engage in currency risk management activities that make use of derivative financial instruments to hedge its exposure to fluctuations in CD$ / US$ currency exchange rates and other market risks.