PATHFINDER PARTNERS OPPORTUNITY FUND VII, L.P. A Multifamily and Residential Fund CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM JANUARY 2018 4380 La Jolla Village Drive, Suite 250 San Diego, CA 92122 Tel. (858) 875-4400 Fax (858) 875-4655 www.pathfinderfunds.com [email protected] DOCS 114890-000156/3119016.8 PRIVATE PLACEMENT MEMORANDUM CONFIDENTIAL PCOPY: ____ PATHFINDER PARTNERS OPPORTUNITY FUND VII, L.P. Limited Partner Interests Pathfinder Partners Opportunity Fund VII, L.P., a Delaware limited partnership (the “Fund”), is targeting attractive multifamily investment opportunities and is seeking capital commitments from qualified investors to acquire limited partner interests in the Fund (the “Interests”). Pathfinder Partners Realty Ventures VII, LLC, a Delaware limited liability company (the “General Partner”), expects to hold the Fund’s initial closing as soon as reasonably practicable. There is no public market for the Interests and no such market is expected to develop following the offering. THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THIS “MEMORANDUM”) HAS BEEN PREPARED AND IS BEING PROVIDED ON A CONFIDENTIAL BASIS SOLELY FOR PROSPECTIVE INVESTORS CONSIDERING THE PURCHASE OF THE INTERESTS IN THE FUND. ANY REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR THE DISCLOSURE OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER, IS PROHIBITED. THIS MEMORANDUM MUST BE RETURNED TO THE GENERAL PARTNER UPON REQUEST. BY ACCEPTING THIS MEMORANDUM, EACH PROSPECTIVE INVESTOR AGREES TO THE FOREGOING. ANY INVESTMENT IN THE FUND IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. FOR A DESCRIPTION OF CERTAIN FACTORS RELATING TO AN INVESTMENT IN THE FUND, SEE SECTION V OF THIS MEMORANDUM, “CERTAIN RISK FACTORS.” THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE OR NON-U.S. SECURITIES LAWS. THE INTERESTS ARE OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY SECTION 4(2) OF THE SECURITIES ACT, CERTAIN RULES AND REGULATIONS PROMULGATED PURSUANT THERETO, INCLUDING REGULATION D AND APPLICABLE STATE SECURITIES LAWS. THE INTERESTS MAY NOT BE TRANSFERRED IN THE UNITED STATES IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE FUND AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. IN ADDITION, SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED, IN WHOLE OR IN PART, EXCEPT AS PROVIDED IN THE FUND’S LIMITED PARTNERSHIP AGREEMENT, AS IN EFFECT AT ANY GIVEN TIME (THE “PARTNERSHIP AGREEMENT”). THERE WILL BE NO PUBLIC MARKET FOR THE INTERESTS, AND THERE IS NO OBLIGATION ON THE PART OF ANY PERSON TO REGISTER THE INTERESTS UNDER THE SECURITIES ACT OR ANY STATE OR NON-U.S. SECURITIES LAWS. INVESTORS MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON RESALE OR TRANSFER, SEE SECTION II OF THIS MEMORANDUM, “SUMMARY OF TERMS”. PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL, TAX, INVESTMENT OR OTHER ADVICE. EACH PROSPECTIVE INVESTOR SHOULD MAKE ITS OWN INQUIRIES AND CONSULT ITS OWN ADVISORS AS TO THE FUND AND THIS OFFERING AND AS TO LEGAL, TAX AND RELATED MATTERS CONCERNING AN INVESTMENT IN THE INTERESTS. CERTAIN ECONOMIC AND MARKET INFORMATION CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED SOURCES PREPARED BY OTHER PARTIES. WHILE SUCH SOURCES ARE BELIEVED TO BE RELIABLE, PRIVATE PLACEMENT MEMORANDUM CONFIDENTIAL NEITHER THE FUND, THE GENERAL PARTNER, NOR THEIR RESPECTIVE AFFILIATES ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. NEITHER DELIVERY OF THIS MEMORANDUM NOR ANY STATEMENT HEREIN SHOULD BE TAKEN TO IMPLY THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. IN ADDITION, ALL INFORMATION CONTAINED HEREIN IS CURRENT AS OF THE DATE FIRST SPECIFIED ABOVE, UNLESS OTHERWISE SPECIFIED HEREIN, AND NEITHER THE GENERAL PARTNER NOR THE FUND HAS ANY OBLIGATION TO UPDATE SUCH INFORMATION. IN CONSIDERING THE PRIOR PERFORMANCE INFORMATION CONTAINED HEREIN, PROSPECTIVE INVESTORS SHOULD BEAR IN MIND THAT PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL ACHIEVE COMPARABLE RESULTS. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY OF THE INTERESTS BY ANY PERSONS IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. ANY PERSON RECEIVING THIS MEMORANDUM SHOULD NOT CONSTRUE THIS MEMORANDUM AS AN OFFER OR A SOLICITATION TO PURCHASE SECURITIES. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR NON-U.S. REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. IT IS THE RESPONSIBILITY OF ANY INVESTOR PURCHASING THE INTERESTS OUTSIDE THE UNITED STATES TO SATISFY ITSELF AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS AND OBSERVING ANY OTHER APPLICABLE REQUIREMENTS. THIS MEMORANDUM DOES NOT PURPORT TO BE ALL INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN INVESTIGATING THE FUND. THIS MEMORANDUM HAS BEEN PREPARED IN CONNECTION WITH A PRIVATE OFFERING TO ACCREDITED INVESTORS AND QUALIFIED PURCHASERS OF INTERESTS. EACH INVESTOR WILL BE REQUIRED TO EXECUTE THE PARTNERSHIP AGREEMENT (THROUGH A LIMITED POWER OF ATTORNEY GRANTED TO THE GENERAL PARTNER) TO EFFECT THE INVESTMENT. IF ANY OF THE TERMS, CONDITIONS OR OTHER PROVISIONS OF THE PARTNERSHIP AGREEMENT IS INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS IN THIS MEMORANDUM, THE PARTNERSHIP AGREEMENT CONTROLS. THIS MEMORANDUM IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE PARTNERSHIP AGREEMENT AND THE SUBSCRIPTION AGREEMENT RELATED THERETO. THE GENERAL PARTNER AND ITS AFFILIATES RESERVE THE RIGHT TO MODIFY ANY OF THE TERMS OF THE OFFERING AND THE INTERESTS DESCRIBED HEREIN. PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE LEGAL REQUIREMENTS APPLICABLE TO THEM IN RESPECT OF THE ACQUISITION, HOLDING AND DISPOSITION OF INTERESTS AND AS TO THE INCOME AND OTHER TAX CONSEQUENCES TO THEM OF SUCH ACQUISITION, HOLDING AND DISPOSITION. INVESTORS SHOULD HAVE PRIVATE PLACEMENT MEMORANDUM CONFIDENTIAL THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE HIGH RISK AND LACK OF LIQUIDITY INHERENT IN AN INVESTMENT IN THE FUND. THIS MEMORANDUM INCLUDES “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE SECURITIES ACT. ALL STATEMENTS REGARDING THE FUND’S EXPECTED FINANCIAL POSITION, BUSINESS AND FINANCING PLAN ARE FORWARD- LOOKING STATEMENTS. THE FUND CAN GIVE NO ASSURANCE THAT EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS WILL PROVE TO HAVE BEEN CORRECT. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM SUCH EXPECTATIONS (“CAUTIONARY STATEMENTS”) ARE DISCLOSED IN THIS MEMORANDUM, INCLUDING, WITHOUT LIMITATION, IN CONJUNCTION WITH THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS MEMORANDUM AND UNDER “CERTAIN RISK FACTORS”. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD- LOOKING STATEMENTS ATTRIBUTABLE TO THE FUND OR PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS. THIS MEMORANDUM HAS BEEN PREPARED SOLELY FOR USE BY THE PROSPECTIVE INVESTORS OF THE FUND. EACH RECIPIENT HEREOF ACKNOWLEDGES AND AGREES THAT THE CONTENTS OF THIS MEMORANDUM CONSTITUTE PROPRIETARY AND CONFIDENTIAL INFORMATION THAT THE GENERAL PARTNER, THE FUND, THEIR AFFILIATES, AND THEIR RESPECTIVE PORTFOLIO INVESTMENTS (THE “AFFECTED PARTIES”) DERIVE INDEPENDENT ECONOMIC VALUE FROM NOT BEING GENERALLY KNOWN AND ARE THE SUBJECT OF REASONABLE EFFORTS TO MAINTAIN THEIR SECRECY. THE RECIPIENT FURTHER AGREES THAT THE CONTENTS OF THIS MEMORANDUM ARE A TRADE SECRET, THE DISCLOSURE OF WHICH WILL CAUSE SUBSTANTIAL AND IRREPARABLE COMPETITIVE HARM TO THE AFFECTED PARTIES OR THEIR RESPECTIVE BUSINESSES. THE REPRODUCTION OR DISTRIBUTION OF THIS MEMORANDUM IN WHOLE OR IN PART, THE DIVULGENCE OF ANY OF ITS CONTENTS, OR THE USE OF THE CONTENTS HEREOF FOR ANY PURPOSE OTHER THAN THE EVALUATION OF AN INVESTMENT IN THE INTERESTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER, ARE PROHIBITED. NOTWITHSTANDING THE FOREGOING, A RECIPIENT MAY PROVIDE THIS MEMORANDUM TO ITS OWN LEGAL, TAX, ACCOUNTING AND OTHER PROFESSIONAL ADVISORS BOUND BY A DUTY OF CONFIDENTIALITY SOLELY FOR THE PURPOSE OF EVALUATING THE FUND. THE EXISTENCE AND NATURE OF ALL CONVERSATIONS REGARDING THE FUND AND THIS OFFERING MUST BE KEPT STRICTLY CONFIDENTIAL. BY ACCEPTING THIS MEMORANDUM, EACH RECIPIENT AGREES TO THE FOREGOING. NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY STATEMENT CONCERNING THE FUND OR THE SALE OF INTERESTS DISCUSSED HEREIN OTHER THAN AS SET FORTH IN THIS MEMORANDUM, AND ANY SUCH STATEMENTS, IF MADE, MUST NOT BE RELIED UPON. PRIOR TO ANY INVESTMENT, THE GENERAL PARTNER WILL PROVIDE PROSPECTIVE INVESTORS THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS AND ADDITIONAL INFORMATION FROM THE GENERAL PARTNER CONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND OTHER