What is Jamestown Invest?

Jamestown Invest is an online investment platform providing the opportunity to invest in newly organized funds managed by Jamestown Invest Manager, L.P. and formed to acquire and manage a portfolio consisting of real estate investments in urban locations in the path of anticipated growth. Utilizing Jamestown’s vertically integrated business platform, Jamestown Invest builds upon Jamestown’s track record of 35+ years, nearly 80,000 German individual, U.S., and international investors, 31 realized funds, and a clear mission: to transform spaces into innovation hubs and community centers. A full description of Jamestown Invest can be found in Questions and Answers About This Offering on pdf page 9 of the Offering Circular.

Who can invest? Can international investors invest?

Nearly any U.S. citizen residing in the U.S. can invest as long as the investment amount does not represent more than 10% of the greater of their annual income or net worth. There are certain suitability considerations as well. Please see the Questions and Answers About This Offering on pdf page 18 of the Offering Circular for a full description. At this time, investments are only open to U.S. citizens residing in the U.S.

What am I investing in? What is Jamestown Invest 1, LLC?

You are purchasing shares of Jamestown Invest 1, LLC.

Jamestown Invest 1, LLC is a newly organized Delaware limited liability company formed to acquire and manage a portfolio consisting of real estate investments in urban infill locations in the path of anticipated growth. Further information can be found in our Offering Summary beginning on pdf page 21 of the Offering Circular.

Jamestown Invest 1, LLC elected and qualified as a Real Estate Investment Trust (“REIT”) for U.S. federal income tax purposes commencing with our first taxable year of operations (2019).

More information about our REIT qualification can be found on pdf page 84 as well as pdf pages 106 -117 in the Offering Circular.

Am I investing in a fund or a specific property?

You are investing in a fund that intends to acquire multiple properties. A full description of the investment strategy of Jamestown Invest 1, LLC can be found in the Investment Objectives and Strategy section of the Offering Circular beginning on pdf page 76.

How is an investment in your common shares different from investing in shares of a listed REIT?

The fundamental difference between our common shares and a listed REIT is the daily liquidity available with a listed REIT. Although we intend to adopt a redemption plan that may allow investors to redeem shares on a quarterly basis, for investors with a short-term investment horizon, a listed REIT may be a better alternative than investing in our common shares. However, we believe our common shares are an alternative way for investors to deploy capital into a portfolio of real estate assets that could offer a lower correlation to the general stock market than listed REITs.

Who can help answer my other questions about Jamestown Invest or Jamestown Invest 1, LLC?

If you have more questions about Jamestown Invest or Jamestown Invest 1, LLC, please contact us by email at [email protected] or by phone at 404-490-4950.

General Information

What is a real estate investment trust, or REIT?

In general, a REIT is an entity that combines the capital of many investors to acquire a portfolio of real estate investments under professional management which generally avoids double taxation (i.e., taxation at both the corporate and shareholder levels). Generally, we refer to an entity that qualifies to be taxed as a real estate investment trust for U.S. federal income tax purposes as a REIT.

Jamestown Invest 1, LLC elected and qualified as a Real Estate Investment Trust (“REIT”) for U.S. federal income tax purposes commencing with our first taxable year of operations (2019). More information about our REIT qualification can be found on pdf page 84 as well as pdf pages 106 -117 in the Offering Circular.

What is Reg A or Regulation A+?

Regulation A+ was a 2015 amendment to the 2012 JOBS Act. The Jumpstart Our Business Startups (JOBS) Act is a law intended to encourage funding of small businesses in the United States. For more information, visit https://www.sec.gov/smallbusiness/exemptofferings/rega.

What is an Offering Circular?

An Offering Circular is a prospectus and is provided to individuals who are interested in potentially purchasing the newly issued security. It contains information to help the prospective investor in deciding whether or not the investment is suitable for them. The Offering Circular and its related exhibits and documents should all be read carefully for a description of the merits and risks of an investment in Jamestown Invest, prior to investing in Jamestown Invest.

What are shares?

The shares granted to investors represent the units of ownership interest in the Fund. A full description of our common shares can be found on pdf page 93 of the Offering Circular.

What is a "sponsor co-investment?"

A sponsor co-investment is an investment the sponsor makes that aligns the interest of the sponsor with that of the investor.

What is NAV?

Net asset value (NAV) is the net value of an investment fund on a specific date or time. NAV per share is calculated by taking the total value of our assets less the total value of our liabilities, divided by the number of shares outstanding.

Our NAV per share will be calculated as of the end of each fiscal quarter, beginning at the end of the first complete fiscal quarter of this offering, through our internal process that comprises several components. The final determination of our quarterly NAV per share will be made by our Manager. We announce our NAV quarterly.

Please see pdf page 12 and the Valuation Policies section beginning on pdf page 100 in the Offering Circular for a full description.

For the most recent NAV update, please reference the Offering Circular and Supplement.

Fund Information

What types of real estate may Jamestown Invest 1, LLC be investing in?

Possible asset classes could include mixed or single-use properties incorporating office, retail, multifamily, for-sale residential, parking, unimproved land, warehouse/flex, or hotels in the Atlanta, Raleigh, Charleston, and other major MSAs across the United States. There is no assurance that Jamestown Invest will be able to achieve its investment objectives.

Further information can be found in the Investment Objective and Strategy section on pdf pages 76-83 in the Offering Circular.

Information on Jamestown Invest’s acquired assets and potential investments can be found beginning on pdf page 80 of the Offering Circular.

Who chooses which investments you make?

Jamestown Invest 1, LLC is externally managed by Jamestown Invest Manager, L.P., or the “Manager,” which is a wholly-owned subsidiary of Jamestown.

Major investment decisions of the Fund will be made by our Manager’s Investment Committee, composed of executives from Jamestown who average over 20 years of industry experience.

Further information on our Manager can be found in our Management section beginning on pdf page 63 in the Offering Circular.

What is the minimum investment?

For an individual investor, the minimum investment for the initial purchase and any additional purchase in Jamestown Invest 1, LLC is $2,500.

For investors wishing to invest through a self-directed IRA, the minimum investment is $5,000.

For an entity investor, the minimum investment for the initial purchase in Jamestown Invest 1, LLC is $50,000.

Further information regarding the minimum and maximum investments can be found on pdf page 19 in the Offering Circular.

What are the fees paid by the investor?

Ongoing fees payable by Jamestown Invest 1, LLC to the Manager include, but are not limited to:

  • A quarterly Fund Administration fee equal to 0.6% per annum of Jamestown Invest 1, LLC's most recent NAV
  • A quarterly Asset Management fee equal to 1.25% per annum of Jamestown Invest 1, LLC's most recent NAV.
  • Asset Disposition fee: 1% of Fund’s share of contract sales price based on Jamestown Invest 1’s ownership interest in the asset
  • Participation Allocation (Incentive Fee): 20% of total shareholder profit before reduction for Participation Allocation, paid at Fund liquidation (as applicable)

Please see the detailed description of all fees on pdf pages 24 -27 of the Offering Circular.

How are fees charged?

Fees are included as a liability in the Fund's NAV and paid by the Fund.

Details on our fee structure are outlined in the Management Compensation sections beginning on pdf pages 24 - 27 of the Offering Circular.


How do I buy shares?

You may purchase our common shares in this offering by creating a new account, or logging into your existing account, at the investment portal on the Jamestown website. You will need to fill out a subscription agreement for a certain investment amount and pay for the shares at the time you subscribe.

When will my shares be issued?

Your shares will be issued once your Subscription Agreement has been countersigned by a member of the Jamestown Invest team, and after we have received your monies. We anticipate that Jamestown may issue shares on a weekly basis as monies are received and investment offers are verified.

When may distributions be paid?

We believe distributions may commence in the first half of 2022, subject to the actual timing of capital expenditures and lease-up of our investments.

While our goal is to pay distributions from our cash flow from operations, we may not generate sufficient cash flow (i) until the proceeds from this offering are fully invested and (ii) from time to time during the operational stage. In addition, we can provide no assurances that future cash flow will support the payment of distributions or maintaining distributions at any particular level or at all. At the discretion of our Manager, we may use other sources to fund distributions. Until the proceeds from our public offering are invested and generating operating cash flow, some or all of our distributions may be paid from other sources, including the net proceeds of this offering, cash advances by our Manager, borrowings in anticipation of future operating cash flow and the issuance of additional securities. Once we begin to make distributions, we expect that dividends declared by our Manager will be made on a quarterly basis, or less frequently as determined by our Manager. Any distributions we make will be at the discretion of our Manager and will be based on, among other factors, our present, and reasonably projected future cash flow.

You can find more detail about our anticipated distributions on pdf pages 28, 82 and 93 in the Offering Circular.

Can I reinvest my distributions?

Jamestown Invest does not offer a dividend reinvestment program at this time.

Further information regarding dividend reinvestment can be found on pdf page 18 in the Offering Circular.

Can I add to my investment?

You may make additional investments for as long as the offer to purchase shares in Jamestown Invest is ongoing. The minimum for subsequent investments is $2,500.

How will I be updated on the progress of my investments?

We will provide you with periodic updates on the performance of your investment, including:

  • a quarterly report
  • an annual report
  • a semi-annual report
  • current event reports for certain material events within four business days of their occurrence
  • supplements to the offering circular, if we have material information to disclose to you and
  • other reports that we may file or furnish to the SEC from time to time. We will provide this information to you by posting such information on the SEC’s website at www.sec.gov, on the investment portal on the Jamestown website at jamestowninvest.com, via e-mail, or, upon your request, via U.S. mail.

Self-directed IRA Investing

What types of IRA accounts does Jamestown Invest support?

We are working with a third-party IRA custodian, AltoIRA, which supports the following self-directed IRA accounts:

  • Traditional
  • Roth
  • SEP

You can invest through a self-directed IRA account by checking the box “I will be investing with a self-directed IRA” in the Investment Profile section at the beginning of your subscription process and following the steps provided. Detailed steps can also be found here.
You will have to create a new self-directed IRA account with AltoIRA (if you do not already have an account with AltoIRA) and fund it either through a direct cash contribution, transfer from an existing IRA account, or rollover from an existing 401(k) 403(b), or 457(b) retirement account from a previous employer. Before making any investment decisions, we suggest consulting with a financial advisor.
If you have an existing IRA with another provider, you will still need to open an account with AltoIRA, as the vast majority of IRA plans will not support investments in non-publicly traded opportunities like those offered through Jamestown Invest. The current self-directed IRA investing option for Jamestown Invest is AltoIRA.
For a complete list of Investor Support FAQs regarding an investment through AltoIRA, please see the AltoIRA Investor Support page.

What is the minimum amount I can invest through a self-directed IRA account?

The minimum investment in Jamestown Invest for self-directed IRA accounts is $5,000.

What are the fees associated with investing through my IRA?

AltoIRA may charge a one-time transaction fee based on the size of your investment. The transaction fee is a one-time expense ranging from $0 - $150, depending on the size of your investment.

AltoIRA also charges a monthly account administration fee to cover account management and tax and legal reporting on your behalf to the IRS. This fee ranges from $5 to $30 per month, depending on the size of your account with AltoIRA.

For more information, please see the AltoIRA pricing page.

How long will it take to fund my IRA investment?

Funding your IRA investment in Jamestown Invest 1, LLC can be done in as few as 7 calendar days from creating your Alto IRA account. All newly created IRA accounts require a minimum 7 calendar day waiting period, as dictated by the IRS.

During this waiting period, you will need to fund your Alto IRA. This can be done with a direct contribution, IRA transfer, or IRA/401k rollover. A direct contribution can be done by wire or ACH. If you choose to wire your funds, AltoIRA will receive them the same day. An ACH transfer will typically take between 5-7 days to settle. If you are transferring or rolling over an existing retirement savings account into a new self-directed retirement account with AltoIRA, your funding process may take longer depending on your existing custodian. AltoIRA’s support team will work with you directly to ensure account funding happens as efficiently as possible.

For more information regarding the timing of fund transfers specific to your existing IRA custodian, please click here.

How do I access tax documents for my IRA?

Tax documentation for retirement accounts will be generated by AltoIRA, who will report to the IRS on your behalf. You will also have access to these documents through the Jamestown Invest portal.

Through the AltoIRA platform, you will have access to your monthly account statement, as well as your tax documents including a 1099-R and/or Form 5498. You can access the Tax Center through the settings tab in your AltoIRA account.


Will the distributions I receive be taxable as ordinary income?

Please see page x as well as the "U.S. Federal Income Tax Considerations" section on pdf page 108 in the Offering Circular for a full description.

As Jamestown Invest 1, LLC has qualified as a REIT for federal tax treatment, please also refer to the Tax Cuts and Jobs Act - Section 199A Qualified Business Income Deduction – to determine your eligibility for a 20% income tax deduction for ordinary dividends from Jamestown Invest 1.

What tax forms may I receive?

You may receive a Form 1099-DIV Dividends and Distributions, for the fund you are invested in at the end of each calendar year, if required. In addition, we are required to send you a Form 1099-B Proceeds from Broker and Barter Exchange Transactions, in any year that you receive proceeds from a disposition of your interest in Jamestown Invest 1, LLC.

When may I receive my tax form(s)?

Tax forms, if required, will be provided to you no later than January 31st, following the calendar year of dividend or sale proceeds. Tax documents will be uploaded to the “Documents” tab of each investor’s dashboard on the investment portal on the Jamestown Invest website.

What is a Form 1099-DIV and Form 1099B?

Form 1099-DIV is sent to investors annually and provides the tax character of any distributions (dividends and any other distributions) paid to you during the tax year.

Form 1099B is sent to investors when assets in the fund are sold.

Why have I received a Form 1099-DIV or a Form 1099B?

You received a Form 1099-DIV because you received distributions from your investment in the fund. To enable you to properly report these distributions to the IRS, the Form 1099-DIV shows the tax attributes of the distributions you received.

You received a Form 1099B because you received proceeds from a disposition of your interest in Jamestown Invest 1, LLC.


What safeguards do you have in place to protect my personal information and assets?

We use security measures that comply with applicable law and industry standards. These measures include computer safeguards and secured files and buildings. We restrict access to personal information to those employees, affiliates, agents, and third parties who have a need to know the information to perform a business purpose. We maintain physical, electronic, and procedural safeguards reasonably designed to protect the personal information while it is within our control.

Do you monitor my personal information to determine whether it has been stolen or misused?

We have policies and procedures designed to detect, prevent and mitigate identity theft in connection with new and existing accounts, including identity authentication procedures.

We collect and process certain internet or other electronic network activity information for preventing fraud, operating and improving our services, maintaining the integrity of our network, addressing security issues, and investigating or taking action regarding complaints, violations or suspected violations of law or our terms of service.

Are there any measures that you recommend I take to personally protect the information on my computer, including protection of passwords or other sensitive information?

You are responsible for maintaining the confidentiality of your password and account. You should not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. When logging into your account, you should use a web browser that is SSL-compliant and supports secure sessions and close your browser window after logging out. You should notify us immediately in writing of any actual or suspected unauthorized use of your account or any other breach of security.

You can find more tips for protecting your financial information here:


How do you handle an account intrusion or other malicious cyber event? For example, would I be notified if personal information or assets were compromised and how would I receive this notification?

We have implemented an incident response plan designed to quickly discover incidents, effectively contain the damage, eradicate the attacker's presence, restore the integrity of the network and systems, and notify affected parties and regulators in accordance with applicable laws and regulations.

Will you reimburse me if my assets are compromised by a cyber-attack?

Under most circumstances, you will not be reimbursed if your assets are compromised by a cyber-attack.

The NPI is a quarterly, composite total return for private commercial real estate properties located in the United States. The NPI includes operating office, retail, industrial, apartment, or hotel properties accounted for on a market value basis and includes the impact of leverage employed on the properties in the index. The NPI Levered Index is illustrative of historical average annualized commercial real estate returns on a gross property level leveraged basis, and these historical returns may not be indicative of future results. Leverage adds additional risks because leverage providers generally get paid first and may have a full or partial recourse claim against a portfolio. Such real estate return data should not be used to estimate returns of Jamestown Invest investments. While Jamestown Invest 1, LLC may acquire properties that meet some of the NPI criteria, it may acquire properties that do not meet such criteria. Further, Jamestown Invest property returns may have a better or worse average annualized return performance compared to the index as each real estate investment is unique in nature, which is inherently problematic for benchmarking to the composite returns of a highly diversified index.