STORAGE OF AMERICA FIRST MORTGAGE FUND, LPThe Partnership. Storage of America First Mortgage Fund, LP is a Utah limited partnership that was organized on December 1, 2016 (the “Partnership”).

STORAGE OF AMERICA FIRST MORTGAGE FUND, LP

PRIVATE OFFERING MEMORANDUM

FOR

OFFERING OF LIMITED PARTNERSHIP INTERESTS

$100,000 Minimum Investment

THIS MEMORANDUM` IS SUBMITTED TO YOU ON A CONFIDENTIAL BASIS SOLELY IN CONNECTION WITH YOUR CONSIDERATION OF AN INVESTMENT IN THE LIMITED PARTNERSHIP INTERESTS OF STORAGE OF AMERICA FIRST MORTGAGE FUND, LP, A UTAH LIMITED PARTNERSHIP (THE “PARTNERSHIP”). DUE TO THE CONFIDENTIAL NATURE OF THIS MEMORANDUM, ITS USE FOR ANY OTHER PURPOSE MIGHT INVOLVE SERIOUS LEGAL CONSEQUENCES. AS A RESULT, THIS MEMORANDUM MAY NOT BE REPRODUCED IN WHOLE OR IN PART OR DELIVERED TO ANY PERSON WITHOUT THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER. THE PARTNERSHIP INTERESTS OFFERED HEREBY MAY BE SOLD ONLY TO “ACCREDITED INVESTORS,” WHICH FOR NATURAL PERSONS ARE INVESTORS WHO MEET CERTAIN MINIMUM ANNUAL INCOME OR NET WORTH THRESHOLDS. ACCREDITED INVESTORS MUST QUALIFY AS SUCH UNDER RULE 501(a), 17 CODE OF FEDERAL REGULATIONS (“CFR”) 230.501(a), BEFORE THEY WILL BE ABLE TO CONSUMMATE THE PURCHASE OF ANY PARTNERSHIP INTERESTS BEING OFFERED UNDER THIS MEMORANDUM. VERIFICATION OF ACCREDITED INVESTOR STATUS FOR EACH PROSPECTIVE INVESTOR SHALL BE MADE BY THE INVESTOR’S LEGAL COUNSEL, ACCOUNTANT OR INVESTMENT ADVISOR UNDER THE METHOD SET FORTH ON THE PARTNERSHIP’S WEBSITE PAGE DESIGNATED FOR THAT PURPOSE AT FIRSTMORTGAGENOTES.COM, OR OTHER APPROPRIATE METHOD AS SET FORTH IN RULE 506(c)(2)(ii) OF REGULATION D, FORM D OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). INVESTING IN THE PARTNERSHIP INTERESTS INVOLVES RISK, AND INVESTORS SHOULD BE ABLE TO BEAR THE LOSS OF THEIR INVESTMENT. SPECIFICALLY, THE INVESTMENT APPROACH AND TRADING TECHNIQUES USED BY THE PARTNERSHIP INVOLVE A HIGHER DEGREE OF RISK THAN THAT ASSOCIATED WITH LESS AGGRESSIVE INVESTMENT ALTERNATIVES. AN INVESTMENT IN THE PARTNERSHIP IS THEREFORE NOT AN APPROPRIATE INVESTMENT FOR ANY ACCREDITED INVESTOR (1) UNABLE TO BEAR SUBSTANTIAL RISK, INCLUDING LOSS OF PRINCIPAL, AND (2) REQUIRING LIQUIDITY DUE TO RESTRICTIONS ON TRANSFERABILITY AND RESALE OF PARTNERSHIP INTERESTS. AN INVESTMENT IN THE PARTNERSHIP SHOULD NOT BE VIEWED AS A COMPLETE INVESTMENT PROGRAM. SEE “CERTAIN RISKS”.

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IN MAKING AN INVESTMENT DECISION, ACCREDITED INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PARTNERSHIP AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED WITH, APPROVED BY OR RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE PARTNERSHIP INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE. THE PARTNERSHIP INTERESTS OFFERED HEREBY ARE BEING OFFERED IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ARE NOT REQUIRED TO COMPLY WITH SPECIFIC DISCLOSURE REQUIREMENTS THAT APPLY TO REGISTRATION UNDER THE SECURITIES ACT. THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION’) HAS NOT PASSED UPON THE MERITS OF OR GIVEN ITS APPROVAL TO THE PARTNERSHIP INTERESTS OFFERED HEREBY, THE TERMS OF THE OFFERING, OR THE ACCURACY OR COMPLETENESS OF ANY OFFERING MATERIALS. FURTHERMORE, THE PARTNERSHIP INTERESTS OFFERED HEREBY ARE NOT SUBJECT TO THE PROTECTIONS OF THE INVESTMENT COMPANY ACT OF 1940 (THE “INVESTMENT COMPANY ACT”). THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR OTHER JURISDICTION IN WHICH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.

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The date of this Private Offering Memorandum is December 13 , 2016.

THE PARTNERSHIP INTERESTS OFFERED HEREBY ARE SUBJECT TO LEGAL RESTRICTIONS ON TRANSFER AND RESALE AND INVESTORS SHOULD NOT ASSUME THEY WILL BE ABLE TO RESELL THEIR PARTNERSHIP INTERESTS. THE PARTNERSHIP INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. ACCREDITED INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE INTENDED OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN OR THE TAX CONSEQUENCES FROM AN INVESTMENT IN THE PARTNERSHIP. NO ASSURANCE CAN BE GIVEN THAT EXISTING LAWS WILL NOT BE CHANGED OR INTERPRETED ADVERSELY. PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THIS MEMORANDUM AS LEGAL OR TAX ADVICE. EACH ACCREDITED INVESTOR SHOULD CONSULT WITH HIS OWN LEGAL COUNSEL AND ACCOUNTANT FOR ADVICE CONCERNING THE VARIOUS LEGAL, TAX AND ECONOMIC CONSIDERATIONS RELATING TO AN INVESTMENT IN THE PARTNERSHIP. EACH ACCREDITED INVESTOR IS RESPONSIBLE FOR THE FEES OF HIS PERSONAL COUNSEL, ACCOUNTANT AND OTHER ADVISERS. THE PARTNERSHIP HAS ENGAGED IN GENERAL SOLICITATION AND GENERAL ADVERTISING WITH RESPECT TO THE PARTNERSHIP INTERESTS IN ACCORDANCE WITH NEW PARAGRAPH (C) OF RULE 506 (“RULE 506”) OF REGULATION D, FORM D OF THE SECURITIES ACT. ANY GENERAL SOLICITATION AND GENERAL ADVERTISING MATERIALS WITH RESPECT TO THE PARTNERSHIP INTERESTS HAS BEEN OR WILL BE SUBMITTED TO THE COMMISSION IN ACCORDANCE WITH RULE 506 AND OTHER APPLICABLE LAW, AS FROM TIME TO TIME ADOPTED. HOWEVER, NO OFFERING LITERATURE OR ADVERTISING IN ANY FORM OTHER THAN THIS MEMORANDUM AND THE AGREEMENTS REFERRED TO HEREIN SHALL BE CONSIDERED TO CONSTITUTE AN OFFERING OF PARTNERSHIP INTERESTS. NO PERSON OTHER THAN THE GENERAL PARTNER, ITS EXECUTIVE OFFICERS AND THE PARTNERSHIP’S DESIGNATED AGENTS HAS BEEN AUTHORIZED TO MAKE REPRESENTATIONS, OR GIVE ANY INFORMATION, WITH RESPECT TO THE PARTNERSHIP INTERESTS. ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN OR OTHERWISE SUPPLIED BY THE GENERAL PARTNER, ITS EXECUTIVE OFFICERS AND THE PARTNERSHIP’S DESIGNATED AGENTS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE PARTNERSHIP OR ANY OF ITS PARTNERS. THE PARTNERSHIP WILL MAKE AVAILABLE TO EACH ACCREDITED INVESTOR OR AN ACCREDITED INVESTOR’S AGENT, PRIOR TO THE SALE OF ANY INTERESTS TO SUCH ACCREDITED INVESTOR, THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM REPRESENTATIVES OF THE GENERAL PARTNER CONCERNING ANY ASPECT OF THE PARTNERSHIP AND ITS PROPOSED BUSINESS AND TO OBTAIN ANY ADDITIONAL RELATED

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INFORMATION TO THE EXTENT THAT THE PARTNERSHIP POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSES. A PROSPECTIVE INVESTOR SHOULD NOT SUBSCRIBE FOR LIMITED PARTNERSHIP INTERESTS UNLESS SATISFIED THAT HE IS AN ACCREDITED INVESTOR AND HE AND HIS INVESTMENT REPRESENTATIVE HAVE ASKED FOR AND RECEIVED ALL INFORMATION WHICH WOULD ENABLE HIM OR BOTH OF THEM TO EVALUATE THE MERITS AND RISKS OF THE PROPOSED INVESTMENT. FURTHERMORE, ANY PERFORMANCE DATA OF THE GENERAL PARTNER OR THE PARTNERSHIP OR ANY OTHER ENTITY REFERRED TO HEREIN REPRESENTS PAST PERFORMANCE; AND PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS; AND CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA PRESENTED; AND THE PARTNERSHIP IS NOT REQUIRED BY LAW TO FOLLOW ANY STANDARD METHODOLOGY WHEN CALCULATING AND REPRESENTING PERFORMANCE DATA; AND THE PERFORMANCE OF THE PARTNERSHIP MAY NOT BE DIRECTLY COMPARABLE TO THE PERFORMANCE OF OTHER FUNDS. IN ORDER TO OBTAIN CURRENT PERFORMANCE DATA, ACCREDITED INVESTORS MAY VISIT THE PARTNERSHIP’S WEBSITE AT FIRSTMORTGAGENOTES.COM, OR THE GENERAL PARTNER’S WEBSITE AT WALKERINT.COM.

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1. Summary The Partnership. Storage of America First Mortgage Fund, LP is a Utah limited partnership that was organized on December 1, 2016 (the “Partnership”). Effective December 1, 2016, capital in the amount of $1,000,000.00 was received by the Partnership by merging with Realty Income Fund, L.P., a limited partnership organized and existing under the laws of the State of Utah (“Realty Income Fund”). Realty Income Fund was established on November 18, 2010, and received its capital from a family office -- Nord Investment Company, a Utah limited partnership. The Realty Income Fund was established to make construction/redevelopment loans to Storage of America or its affiliates. The General Partner of the Partnership is Walker International Capital LLC, an Arizona Limited Liability Company. The sole strategy of the Partnership is to provide low leverage (50% loan to value) first mortgages at an annual interest rate of 6.00% to Storage of America LLC or its affiliates, which is a regional self storage developer, owner and manager of self storage properties throughout Indiana, Michigan and Ohio. Purpose and Investment Objective. The purpose of the Partnership is to generate monthly income by receiving amounts contributed to the Partnership by accredited investors and then lending those funds to the Storage of America or its affiliates. These loans will be evidenced by promissory notes payable to the Partnership (the “first mortgage notes”) which will be secured by first mortgages or first trust deeds on real properties and first priority secured positions on the other types of properties that are owned by Storage of America or its affiliates (the “Collateral”). The interest rate of the first mortgage notes is fixed at 6.00% per annum per year, and interest will be paid to the Partnership in monthly installments for a period of two years, with the principal balance due and payable in full at the end of the corresponding two year period. The Partnership will pay each investor a return of 6.00% per annum in monthly installments commencing one month after the investor invests in the Partnership and continuing each month thereafter for a period of two years, at which time 100% of the investor’s capital contribution will be returned to the investor. Upon payment of the principal of a first mortgage note to the Partnership, the Partnership will release that portion of the Collateral securing such first mortgage note. Since 1990, Walker International Capital LLC, the General Partner, and its affiliates have acquired over 700 properties and have never defaulted on any loan. The Partnership investment portfolio will consist of first mortgage notes that will be secured by the Collateral; provided, however, that the first position mortgages and trust deeds on the General Partner’s and its affiliate’s real estate holdings will have a maximum loan to value ratio of 50% of the real estate’s “as stabilized” fair market value as of the time such mortgages or trust deeds are recorded and as established by an independent third party appraisal. The General Partner will manage these real estate holdings in accordance with the Partnership’s investment objectives, strategies and restrictions as more particularly set forth in this Memorandum. See “Investment Objectives, Authority and Strategies” below. There can be no assurance that the Partnership will achieve its investment objectives. See “Certain Risks” below. Management. The General Partner has sole responsibility for management of the business and investments of the Partnership. Walker International Capital LLC- is currently the General Partner’s sole manager and member. The General Partner is not registered as an investment adviser (RIA) under the Federal Investment Advisers Act of 1940, as amended, nor under the securities laws of any state.

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Available Information. This Memorandum sets forth the investment objectives, method of operation and certain other pertinent information relating to the Partnership. However, this Memorandum does not set forth all of the terms and provisions of the Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”) that may be significant to a particular prospective limited partner. A copy of the Partnership Agreement is attached as Appendix A to this Memorandum. Each prospective limited partner should examine this Memorandum, the Partnership Agreement and the Subscription Agreement contained in the Subscription Package, all of which can be obtained electronically at storageofamerica.com after the prospective limited partner completes and submits the registration form available at that website. The prospective limited partner and his advisors are responsible for determining whether the terms of the Partnership Agreement and the Partnership’s investment objectives and method of operation are satisfactory to them. Prospective limited partners are also invited to review any materials available to the General Partner relating to the Partnership, the operations of the Partnership and any other matters relating to this Memorandum. All such materials will be made available at the office of the General Partner located in 1405 Stone Hollow Drive, Bountiful, Utah, or at some other mutually convenient location at any reasonable hour after reasonable prior notice. The General Partner will afford prospective limited partners the opportunity to ask questions of and receive answers from its officers concerning the terms and conditions of the offering, and to obtain any additional information to the extent that the General Partner or the Partnership possesses such information or can acquire it without unreasonable effort or expense. The Offering. The Partnership is currently offering up to $1,000,000,000 of limited partnership interests. No minimum amount of interests must be subscribed to prior to the limited partnership interests being sold. The minimum investment is $100,000. The General Partner may accept lesser investments than the foregoing investment minimums in its sole and absolute discretion. Suitability. Purchase of a limited partnership interest in the Partnership should be deemed to be a speculative investment and is not intended as a complete investment program. Investment in the Partnership is designed exclusively for sophisticated persons and entities that qualify as “accredited investors” as defined in Regulation D under the Securities Act (see Appendix B to this Memorandum). All investors must also have adequate means of providing for their needs and contingencies without relying on distributions or withdrawals from the Partnership, must be financially able to maintain their investment and must be able to afford the loss of all or a substantial portion of their investment. Admission as a limited partner in the Partnership is not open to members of the general public. Non-individual investors will be required to notify the General Partner if the number or identity of its legal or beneficial owners, or its legal structure, changes. Independent verification of accredited investor status is required before a prospective limited partner can invest in the Partnership (see “How to Invest” at storageofamerica.com). Merger of Realty Income Fund and the Partnership. Realty Income Fund is an investment fund that was established on November 18, 2010, and received its initial capital contribution from an institutional investor effective January 1, 2011. Realty Income Fund is a fixed income fund that pays its investors 6.00% interest per year. Since inception, Realty Income Fund has distributed to its investors a monthly payment of interest of 0.50%, or 6.00% per year. Effective as of December 1, 2016, all of the assets of the Realty Income Fund were merged into the Partnership’s assets and investment program.

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Returns of Storage of America First Morgage Fund Since Inception. The initial capital contribution was made to the fund effective on January 1, 2011. The monthly returns for the Storage of America First Mortgage Fund since its inception are as follows:

Storage of America First Mortgage Fund

Annual Returns Reported Monthly

2011 Monthly Returns 2012 Monthly Returns January 0.50% January 0.50% February 0.50% February 0.50% March 0.50% March 0.50% April 0.50% April 0.50% May 0.50% May 0.50% June 0.50% June 0.50% July 0.50% July 0.50% August 0.50% August 0.50% September 0.50% September 0.50% October 0.50% October 0.50% November 0.50% November 0.50% December 0.50% December 0.50%

2011 Total Annual Return 6.00% 2012 Total Annual Return 6.00%

2013 Monthly Returns 2014 Monthly Returns January 0.50% January 0.50% February 0.50% February 0.50% March 0.50% March 0.50% April 0.50% April 0.50% May 0.50% May 0.50% June 0.50% June 0.50% July 0.50% July 0.50% August 0.50% August 0.50% September 0.50% September 0.50% October 0.50% October 0.50% November 0.50% November 0.50% December 0.50% December 0.50%

2013 Total Annual Return 6.00% 2014 Total Annual Return 6.00%

2015 Monthly Returns 2016 Monthly Returns January 0.50% January 0.50% February 0.50% February 0.50% March 0.50% March 0.50% April 0.50% April 0.50% May 0.50% May

June July August September October November

0.50% 0.50% 0.50% 0.50% 0.50% 0.50% 0.50%

June 0.50% July 0.50% August 0.50% September 0.50%

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October 0.50% November 0.50% December 0.50%

2015 Total Annual Return 6.00%

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2. Summary of Currently Expected Expenses

Limited Partner Transaction Expenses Maximum sales load imposed on purchases (as a percentage of initial contributions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0% Maximum sales load imposed on reinvested net profits (as a percentage of such profits). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0% Deferred sales load (as a percentage of initial or additional contributions, as applicable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0% Withdrawal fee (as a percentage of withdrawn amounts, if applicable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..0% Assignment fee (as a percentage of transferred amounts) imposed on transfers of Partnership interests approved by the General Partner . . . . . . . . . . . . . . . . . .0%

Annual Limited Partner Operating Expenses (As a percentage of average net assets)

Management fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0% Other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None Total Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%

3. Investment Objectives, Authority and Strategies Objectives. The objective of the Partnership is to achieve monthly income on a consistent basis, while maintaining a priority on preservation of capital. There can be no assurance that the Partnership will achieve its objective. Authority. The Partnership has authority under the Partnership Agreement to invest in two year fixed-rate promissory notes secured by first mortgages or first trust deeds on real estate and first priority secured positions on other property owned by Storage of America or its affiliated companies. The General Partner and its affiliates may make other investments in real estate and real estate vehicles upon the terms and conditions generally described below. The purpose of the Partnership is to generate monthly income of 0.50% per month (6.00% per year) by loaning amounts contributed to the

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Partnership to Storage of America or its affiliates. These loans will be secured by first mortgages or first trust deeds on the real properties owned by Storage of America or its affiliates, which constitutes the Collateral as defined above. Investors in the Partnership commit to invest their funds for a minimum period of two years. Upon payment of the principal of a first mortgage note to the Partnership, the Partnership shall release that portion of the Collateral that is securing such first mortgage note. As its primary investment strategy relating to the Collateral, the General Partner and its affiliates will only invest in those first mortgages that are equal to or less than 50% of the fair market value of the corresponding real estate asset as of the time any such investment is made. Fair market value of real estate for this purpose will be determined at the time such investment is made by an “as stabilized” appraisal issued by a licensed, independent third-party appraiser. The General Partner and its affiliates may also invest in first mortgages or first trust deeds secured by real estate where construction and development is an important component of increasing the real estate’s value. This may occur where a property is being re-positioned or may be as a result of new development. The General Partner and its affiliates will not invest in any first mortgage that exceeds 50% of the stabilized fair market value of the corresponding real estate as of the time such investment is made. The stabilized fair market value of real estate for this purpose is determined by an “as stabilized” appraisal by a licensed, independent third-party appraiser. The General Partner reserves the right to alter any of the foregoing investment policies or strategies as deemed appropriate from time to time in its discretion without required limited partner approval; provided, however, that written notification of such alteration of investment policy or strategy will be provided to limited partners by the General Partner so as to allow limited partners the opportunity to effect withdrawals from their capital accounts in advance of such alteration as established by the Partnership Agreement. The Partnership acknowledges that Storage of America or its affiliates have borrowed and will continue to borrow from commercial banks, life insurance companies and other commercial lenders. The primary purpose of this fund is to provide construction/bridge financing to Storage of America or its affiliates. Once the subject property has been stabilized, the business plan of Storage of America or its affiliates is to refinance the subject property with a permanent loan from commercial banks, life insurance companies or other commercial lenders and pay off the loans issued by the Storage of America First Mortgage Fund. Once Storage of America or its affiliates have refinanced the Fund’s first mortgages and paid in full the first mortgage balances to the Partnership, first mortgage notes shall be released. Storage of America or its affiliates also borrow from other commercial lenders for construction/bridge loans and will likely continue to do so. The General Partner loans the Partnership funds to Storage of America or its affiliates for the purpose of self storage developments but reserves the right to loan capital to Storage of America or its affiliates to be secured by other types of real estate collateral provided that the loan does not exceed 50% of the “as stabilized” value of the property as determined by a licensed, independent third party appraiser. This strategy may be implemented if the available funds can not be deployed quickly enough in self storage developments or if Storage of America or its affiliates determines to invest in an opportunistic real estate investment unrelated to self storage. In addition, in the normal course of business, Storage of America or its affiliates may choose to acquire a fully or partially leased retail, office, industrial or other property type with a view that it may be a good candidate for self storage conversion at a later date should the tenant(s) default or vacate the subject property. The General Partner shall make this determination to lend in its sole and absolute discretion.

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Storage of America or its affiliates may pre-pay any individual first mortgage note payable to the Partnership at any time without any prepayment penalty, at which time the Collateral securing such first mortgage note shall be released, and the Partnership may return to any limited partner such partner’s capital contribution at any time upon the terms and conditions set forth in the Partnership Agreement. Notification of Redemption Requirements for Investors. Investments in the Storage of America First Mortgage Fund is for a minimum period of two years. The investor must notify the General Partner of its intention to withdraw capital from the fund 12 months prior to redemption which is one year from the date of initial investment. This enables the General Partner to refinance or sell any property to provide liquidity for the anticipated redemptions. In the event that the investor does not provide a notice of redemption, the investment shall be deemed to be automatically re-invested for an additional two year period upon the expiration of the first two-year investment period. In addition, the General Partner may return any funds at any time to investors without penalty. Cash Positions. The Partnership’s funds may be invested fully in the first mortgage notes, and may also be held fully in cash or cash equivalents, or may be partially invested and partially held in cash, all as the General Partner determines that the circumstances warrant. Because Storage of America and its affiliates invest in illiquid real estate assets that require two years to create value and to stabilize the real estate, the Partnership may retain sufficient funds in its reserve accounts to enable the Partnership to distribute to each of its limited partners a return on such partner’s investment of 6.0% per annum, all as the General Partner determines that the circumstances warrant. Distributions to investors may be made from cash positions held from investor’s cash contributions and not solely from income producing cash flow from Storage of America properties. This functions in a way similar to a bank construction loan in which the lender withholds loan proceeds and places it in an interest reserve account--from which interest payments would be paid back to the lender--as opposed to coming from the stabilized property’s cash flow. Commencement of Interest Payments. The 6.0% per annum interest payments will commence on the day that the wire has been received by the Partnership. There will, however, be a delay between the time the funds have been received by the Partnership and the closing of each loan between the Partnership and Storage of America. However, Storage of America agrees to pay the 6% interest from the day of investment to the Partnership to enable the investor to receive a consistent 6% annual return. In the event that Storage of America can not find a sufficient amount of investments in a reasonable amount of time, Storage of America may, in its sole and absolute discretion, return any capital at any time to the investor provided the principal and the 6% interest (prorated) are paid to the investor. All Closings Handled by Title Companies. All closings between the Partnership and Storage of America shall be handled by a national title company and no funds will be released to Storage of America until a first mortgage/deed of trust has been recorded against the investment property. At the closing, 50% of the “as stabilized” appraised value by a licensed, independent third-party appraiser shall be loaned and released to Storage of America. Diversification. The General Partner and its affiliates have self storage properties or developments in Indiana, Michigan and Ohio. There are six operating facilities in the Storage of America portfolio and nine additional sites that are under development or in planning. It is intended that the General Partner will expand nationally or even internationally as opportunities for profitable self storage developments arise.

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Inherent Risks. An investment in the Partnership should be viewed as a speculative investment. It is not intended as a complete investment program and it is available only to accredited investors who have adequate means of providing for their needs and contingencies without relying on distributions or withdrawals from the Partnership, and who are financially able to maintain their investment for a fixed term of five years and who can afford a loss of a substantial portion of their investment. There can be no assurance that the Partnership will achieve its investment objectives. See “Certain Risks” below.

4. Certain Risks Leverage. The Partnership shall not borrow money. Illiquidity. Except after the Partnership’s written notice of a change in its investment policies and strategies as described in Section 3 above, limited partner early withdrawals shall not be permitted. Each investor commits his investment for two years and may not demand withdrawal prior to the end of the two year period. The General Partner and its affiliates invest in illiquid real estate assets that require two years to create value and to stabilize the real estate. Early withdrawals would create substantial hardship to the Partnership in liquidating illiquid real estate assets that are in the midst of rehabilitation or development. In addition, the transferability of limited partnership interests will be restricted by provisions of federal and state securities laws, and transfers are prohibited unless the prior written approval of the General Partner is obtained. There is no public market for the limited partnership interests, and none will develop. Because of the limitation on withdrawal rights and the fact that limited partnership interests are not publicly traded, an investment in the Partnership is an illiquid investment and involves a high degree of risk. A subscription for limited partnership interests should be considered only by accredited investors who have adequate means of providing for their needs and contingencies without expecting distributions or making withdrawals from the Partnership, who are financially able to maintain their investment for two years, and who can afford a loss of all of such investment. Risks Relating to Markets. As the valuation and marketability of all investments in which the Partnership invests are subject to geographical trends in their respective markets which may or may not be cyclical in nature, the value of such investments and the risks associated therewith may vary in response to events that affect such markets. Such events and risks are beyond the control of the Partnership. Prolonged downturns in real estate markets could result in substantial losses to the Partnership. Lack of Diversification; Market Concentration. As the Partnership’s investments by nature will not be diversified, and will concentrate on real estate markets and on the real estate industry in general, the investment portfolio of the Partnership may be subject to more rapid decreases in value than would be the case if the Partnership was required to maintain a wide diversification among markets, industries or types of securities. Reliance on General Partner and Robert B. Walker. The General Partner, which will act through its managers, officers, employees and agents from time to time, has full discretionary authority to identify, structure, execute, administer, monitor and liquidate Partnership investments. In exercising their authority on behalf of the General Partner, such persons have no responsibility to consult with any limited partner or any other person. Many other decisions with respect to the management of the

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Partnership’s affairs are also made exclusively by the General Partner (although it may also delegate investment management and administrative responsibilities from time to time). Limited partners have no right or power to take part in the management of the Partnership. Accordingly, no person should purchase a limited partnership interest unless such person is willing to entrust all aspects of the management and all investment decisions of the Partnership to the General Partner, and any other officers, directors, managers, members, officers, employees and agents designated by the General Partner. Negotiation of the Partnership Agreement. The General Partner has generally determined the terms of the Partnership Agreement, which were not negotiated on an arm’s-length basis. In addition, legal counsel for the General Partner has not acted as counsel for or represented the interests of the limited partners. Potential investors should consult with their own legal counsel with respect to the Partnership. No Assurance of Profit or Cash Distribution. There is no assurance that future Partnership investments will be profitable or that any future distribution will be made to the limited partners, and any prior successful investment management by Mr. Walker, and any future successful Partnership performance, cannot be relied upon as assuring further successful performance. Any future return on investment to the limited partners will depend upon successful investments made by the Partnership at the direction of the General Partner and such persons. The value of any such investments will depend upon many factors beyond the control of the Partnership, the General Partner and such persons. The expenses of the Partnership may also exceed its income. Investment and Management Expenses. The General Partner pays for all investment and management expenses, including but not limited to office rent, utilities, advertising, marketing, all loan closing costs, research, real estate brokerage fees, and so forth. Effects of Withdrawals; Return of Capital. Withdrawals by limited partners or the return of each partner’s investment at the expiration of two years from the date the investment is made could require the Partnership to liquidate properties more rapidly than would otherwise be desirable, which could reduce the value of Partnership assets and cause a resulting reduction in the value of limited partnership interests. Repayment of Distributions. Limited partners are not personally liable for any debts or losses of the Partnership beyond the amount of their capital contribution and profits attributable thereto (if any) if the Partnership is otherwise unable to meet its obligations. However, limited partners might be required to repay with interest Partnership cash or in kind distributions (including distributions on partial or complete redemption of limited partnership interests and distributions deemed a return of capital) received by them to the extent of overpayments, if the Partnership is insolvent at the time of the payments or if such distributions render the Partnership insolvent. Lack of Operating History. The Partnership has no operating history prior to its formation as a Utah limited partnership on December 13, 2016, upon which accredited investors may evaluate the potential performance of the Partnership. Prospective limited partners should also consider that Mr. Walker has limited prior experience in operating a private investment fund. See “Management” below. Effects of Partnership Growth. To the extent the Partnership grows or takes positions in real estate holdings of increasingly higher value, it may experience greater difficulty in liquidating such holdings.

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Conflicts of Interest. Certain inherent conflicts of interest are likely to arise as a result of the General Partner, Mr. Walker and their affiliates (see “Management -- Robert B. Walker” below) carrying on similar investment activities both for themselves and for clients other than the Partnership. The General Partner, such persons and their affiliates may also engage in other business activities, including activities which generate consulting fees, advisory fees or finder’s fees for the raising of capital and other investment-related services provided by the General Partner, such persons and their affiliates. The General Partner, such persons and their affiliates will not be required to refrain from any other activity or to disgorge any profits or fees from any such activity, and the General Partner, such persons and their affiliates will not be required to devote all of their time and efforts to the Partnership and its affairs. See “Other Provisions of the Partnership Agreement” below. The Partnership, other entities in which the General Partner, such persons and their affiliates may participate as a partner or serve as a manager and other investment management clients that the General Partner, such persons or their affiliates may from time to time share administrative offices and utilize common services, facilities, investment research and management. The General Partner and such persons may also determine from time to time that some investment opportunities are appropriate for certain investment management clients and not others, including the Partnership, due to differing objectives, time horizons, liquidity needs or availability, tax consequences and assessments of general market conditions and of individual securities. It may also occasionally be necessary to allocate limited investment opportunities among the Partnership and others on a basis deemed appropriate by the General Partner or such persons, which may mean that the General Partner, such persons or other accounts managed by them achieve profits that the Partnership does not or avoid losses that the Partnership suffers. The General Partner has complete discretion regarding the selection of real estate brokers which execute transactions on behalf of the Partnership and the commissions and fees payable to such brokers. It is expected that the General Partner will allocate brokerage business generally on the basis of best experience, but the General Partner may also allocate Partnership brokerage business to brokerage firms who refer investors to the Partnership and other investment funds and accounts managed by the General Partner, such persons or other affiliated persons to the extent allowed by law. The General Partner or any of such persons may also determine in the future to establish or become affiliated with a brokerage firm and to execute transactions for the Partnership through such affiliated firm. See also “Brokerage and Custody” and “Plan of Distribution” below. Tax Risks. Limited partners will be subject to income taxation on their distributive shares of Partnership net taxable income. In this regard, there are several risk factors of which potential investors should be aware. In addition, the Partnership has not received, and does not propose to seek, an opinion of counsel or ruling from the Internal Revenue Service (the “Service”) on any matter set forth herein. Investors are expected to seek and rely upon the advice of their own tax advisors. Potential investors should be aware that the Partnership is not a so-called “tax shelter” investment intended to generate net losses that could be used to offset income from other sources. The net income generated from the Partnership’s activities will probably be classified by the Service as “passive” income, because the distributions will constitute interest on a limited partner’s capital contribution and given the general rule that income derived by a limited partner is passive in nature. As a result, a limited partner may be able to use passive losses from other sources to offset its share of Partnership net income, although neither the General Partner nor any of its Affiliates are offering any tax opinion on this

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or any other tax matter related to this offering. Investors are expected to seek and rely upon the advice of their own tax advisors in this regard. Under Temporary Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), it is also likely that Partnership income derived by a limited partner that would otherwise be considered passive income will be deemed to be “portfolio” income. If the income generated by the Partnership is characterized as portfolio income, then certain expenses, if any, incurred by the Partnership could be characterized by the Service as investment advisory fees or other expenses incurred in connection with the production of income. In such event, each non-corporate partner’s pro rata share of expenses so characterized would be deductible to such partner only to the extent such amount, when added to the partner’s other miscellaneous itemized deductions, exceeded 2% of such partner’s adjusted gross income for the year in question. However, no assurances can be given that the activities of the Partnership will be interpreted by the Service to be non-passive in nature or that the Temporary Treasury Regulations promulgated under the Code will not be modified or withdrawn in the future. Accredited investors are urged and expected to rely on the advice of their own tax advisors with respect to the characterization of the Partnership’s income as passive or portfolio income, and as to whether their distributive share of certain Partnership expenses, if any, will be fully deductible to them individually. The Partnership may also take a more aggressive tax position than a partner might. Should the Service disallow any such position, partners could be audited and required to pay back taxes, interest and perhaps penalties. Under the Code, neither interest nor any penalties incurred in such circumstances would be deductible. Further, the Code provides for centralized resolution of tax disputes where partnerships are involved. As a result, the resolution of tax disputes affecting partners’ returns may ultimately be controlled by the General Partner. Any audit activity at the partnership level could also result in the audit of individual partners’ returns with respect to items unrelated to the Partnership’s activities. Any tax-exempt entities that invest in the Partnership should also consider that the Partnership will likely generate “unrelated business taxable income.” As a result, such entities may become subject to taxation of such income. Finally, it should be noted that states have different rules regarding the income tax treatment of partners in an investment partnership. Investors who are not residents of Utah are currently subject to Utah income taxes with respect to their Partnership net income, and such limited partners are generally subject to a Utah income tax equal to 5.00% of the nonresident partner's share of the Partnership's Utah taxable income distributed or credited to such limited partners, except to the extent such a distribution represents a return of contributed capital or a withdrawal of previously taxed income. Out-of-state limited partners would generally be able to receive a credit for Utah income taxes paid against income taxes, if any, owed to their state of residence, but it is also possible that such a partner's state of residence imposes no state income tax, or otherwise would not tax non-resident partners of a similar partnership located in such state, and would therefore not allow a credit for Utah taxes paid. Accordingly, in the latter case, double state taxation of income attributable to the Partnership could result. Federal and state tax laws are changing continuously as a result of new legislation, new regulations, and new administrative and judicial pronouncements. These changes may affect the Partnership and its partners. All tax matters affecting the Partnership and, through it, its partners, are and will be subject to

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such change. Potential investors should discuss the particular tax implications for them of an investment in the Partnership with their tax advisors. See “Federal Income Taxation” and “Other Taxes” below. No Audited Financial Statements. The Partnership and the General Partner have not obtained the opinion of an independent certified public accountant with respect to any Partnership or General Partner financial statements due to the expense of obtaining audited financial statements and the General Partner’s belief, based on the start-up nature of the Partnership, that such statements would not be material to a prospective investor’s consideration of an investment in the Partnership. Once the fund exceeds $10 million of capital, the General Partner shall hire and pay for out of its own account an independent certified public accountant to conduct annual audits in the year that the fund exceeds $10 million. This expense will be paid for by the General Partner and will not dilute the investor’s 6% annual return. Investment Company Act of 1940. The Partnership intends to avoid becoming subject to the federal Investment Company Act of 1940, as amended (the “Investment Company Act”). However, it cannot absolutely assure investors that under certain conditions, changing circumstances or changes in the law, it may not become subject to the Investment Company Act in the future. Becoming subject to the Investment Company Act could have a material adverse effect on the Partnership. It is also probable that the Partnership would be terminated and liquidated due to the cost of registration under the Investment Company Act. ERISA and Non-ERISA Plan Investors. The Employee Retirement Income Security Act of 1974 (“ERISA”) imposes certain fiduciary investment rules on “employee benefit plans” (as defined in Section 3(3) of ERISA) (“ERISA Plans”) and on certain investment funds in which such plans participate (collectively, “ERISA Plan Investors”), and on those persons who are fiduciaries with respect to ERISA Plans. Such fiduciary investment rules are generally not applicable to individual retirement accounts (“IRA’s”), Keogh plans covering only self-employed individuals, governmental plans, church plans or foreign plans (“Non- ERISA Plans”, and collectively with ERISA Plans, “Plans”). Consequently, fiduciary issues arising under ERISA are generally not applicable to Non-ERISA Plan Investors, however, such Non-ERISA Plan Investors may be subject to various other fiduciary requirements under state or other applicable law. Investments by ERISA Plans are subject to ERISA’s general fiduciary requirements. Prior to investing in the Partnership, fiduciaries of ERISA Plans should review, among other things, (i) ERISA’s fiduciary standards; (ii) whether an investment in the Partnership is consistent with ERISA’s prudence and diversification requirements, particularly with respect to the Partnership’s restrictions on transfer and inability to readily liquidate Partnership interests; and (iii) whether the fiduciaries have the appropriate authority to make such an investment under the governing ERISA Plan documents and investment policies, as well as under Title I of ERISA. Fiduciaries of Plans should also consider (i) prohibitions in Section 406 of ERISA and Section 4975 of the Code against certain transactions involving Plan assets and persons having certain relationships with such Plans (referred to as “parties in interest” under ERISA or “disqualified persons” under the Code); and (ii) other provisions of ERISA dealing with the assets of Plans. The prohibited transactions rules are complex and may prohibit an investment in the Partnership by a Plan. If a Plan acquires an interest in the Partnership, such interest becomes a Plan asset, and any decisions or actions by a Plan fiduciary regarding such interest will be subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and the Code. A “party in interest” or a “disqualified person” who engages in a prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code.

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Prohibited transaction rules of the Code apply to IRAs and Keogh plans covering only self-employed individuals. If an IRA engages in a prohibited transaction, the IRA would lose its tax benefits and amounts in the IRA would be deemed for tax purposes to have been distributed to the owner as of the first day of the tax year in which the prohibited transaction occurred. The acquisition by a Plan of an interest in the Partnership raises a question of whether the assets of the Partnership might also be deemed to be “plan assets” subject to the fiduciary responsibility and prohibited transaction restrictions of ERISA and the Code. Under Department of Labor Regulations 2510.3-101, if a Plan acquires an equity interest in a second entity such as the Partnership, the underlying assets of such second entity will be considered “plan assets” for purposes of ERISA’s reporting requirements, disclosure provisions, fiduciary conduct rules and trust requirements, as well as for purposes of the prohibited transactions provisions of ERISA and the Code, unless one of several exceptions apply - one of which is that the Plans own less than 25% of the equity interests in such second entity. Accordingly, the General Partner will attempt to restrict investment by Plans such that Plans do not own more than 25% of the interests in the Partnership, but cannot provide a guarantee that such goal will be attained. The General Partner reserves the right to require immediate withdrawals by Plan investors should at any time Plan assets comprise 25% or more of the Partnership’s net asset value. In the event that the assets of the Partnership were considered to be “plan assets”, the fiduciary and prohibited transaction rules would apply to the Partnership assets which, if violated, may result in adverse tax consequences, penalties and other liabilities. The foregoing discussion of ERISA and Code issues should not be construed as legal advice. Fiduciaries of Plans should consult legal counsel with respect to issues arising under ERISA and the Code and make their own independent decisions.

5. Other Reasons to Consider an Investment Limited partners in the Partnership may consider that some or all of the following factors provide certain advantages (see, however, “Certain Risks” above) which may otherwise be unavailable to them if they were to invest in a mutual fund or to engage directly in the investment activities which the Partnership employs. Among these are the following: First Mortgages. The Partnership will invest in first mortgage notes so it is in first position in terms of security on the underlying real estate. The Partnership shall not invest in second or third mortgages or trust deeds or any unsecured loans. Low Leverage First Mortgages. All first mortgages or first trust deeds in the Partnership shall be limited to 50% Loan to Value Ratio--meaning that the Borrower must have equity of at least 50% in each underlying property. For this purpose, the value of real estate shall be determined by an “as stabilized” basis by a licensed, independent third-party appraiser engaged by the General Partner. This ensures that each first mortgage or first trust deed is made with a substantial equity cushion of at least 50% to help protect the investors in this offering. All Real Estate Assets are Appraised by Independent Third Party Appraisers. Each real estate asset that serves as part of the Collateral for a first mortgage note shall be appraised on an “as stabilized” basis by a licensed, independent third-party appraiser.

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Strength of Borrowers. The Borrowers on the first mortgage notes in this Partnership is Storage of America or its related affiliates. While no guarantee of future performance, these Borrowers have never defaulted on a loan and together with Walker International Capital have a 27-year track record of successfully investing in over 700 real estate assets. This record of never defaulting on loans included time periods that comprised of serious real estate downturns from 1990 to 1995 and from 2008 to 2010. Storage of America commenced operations in December, 2003, yet affiliated companies owned and operated by Walker International Capital have developed and invested in commercial real estate since 1990. Vertical Integration of Storage of America. One of the principal reasons why Storage of America’s business operations is strong is because most of the construction/development is performed by related entities, whose cost structure is about half of a typical general contractor who is not vertically integrated. For example, Bertha Concrete, a related concrete company, provides the concrete pads for all of Storage of America’s concrete pads at a cost of approximately $2 per square foot whereas most concrete contractors charge approximately $5 per square foot. By vertically integrating, significant profit margins of every sub-contractor (usually about 50%) are eliminated. As a result, whereas a typical general contractor charges approximately $50 per square foot to build a single level non-climate controlled building, Storage of America--using its related entities--can build the same product for about $25 per square foot. This is very significant as the profit margins of Storage of America are significantly greater because its cost basis is about half of its competitors. Storage of America’s Conservative Acquisition Strategy. Storage of America has a significant competitive advantage over other self storage companies as over 80% of its projects have been conversions, whereby Storage of America acquires vacant big box retail, shopping centers, warehouses and offices at a small fraction of replacement costs and redevelops the distressed properties into Class A climate-controlled self storage facilities. For example, Storage of America has acquired and converted two vacant Target stores in Akron, Ohio and Crawfordsville, Indiana. Each of the Target stores was acquired for $5 per square foot including the land, whereas the replacement cost of each site was approximately $100 per square foot. Both Target stores were converted to Storage of America self storage facilities for an additional expense of about $5 per square foot for a total cost of approximately $10 per square foot. Both of these Storage of America sites rent for approximately $10 per square foot per year and are both well over 90% occupied. Use of National Title Companies. To ensure that funds are handled independently, only national title companies will be used to hold the Partnership’s investment funds--which will only release funds to Storage of America or its affiliates once the first mortgage has been recorded at the respective county recorder’s office. Investment Diversification. By pooling accredited investors’ funds, the Partnership may allow an investor to participate in a portfolio of promissory notes secured by first mortgages or first trust deeds on real estate that is more diversified than those that the accredited investor could maintain on an individual basis. The Partnership has the authority to invest in other assets generally comprising the real estate industry. But see “Certain Risks -- Lack of Diversification; Market Concentration” above. Storage of America Experienced Personnel. As of December 1, 2016, there are 22 self storage professionals who work at Storage of America. These personnel specialize in operations, management, construction, development and acquisitions, and make a significant contribution to the success of

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Storage of America. The senior management team of Robert Walker, President; Kathleen Lamb, Vice President of Operations; and Dick Butler, Vice President of Construction have combined experience of over 100 years in commercial real estate construction and property management. The Financial Strength of Storage of America’s Balance Sheet. As of December, 2016, Storage of America has assets of approximately $50 million and debt of approximately $10 million, resulting in a corporate net worth of approximately $40 million. The debt to asset ratio is approximately only 20% which is very conservative by comparison to the typical publicly traded Real Estate Investment Trust (REIT) which has average debt ratios of approximately 50%. As of December, 2016, the interest paid to the Storage of America First Mortgage Fund represents approximately 5% of Storage of America’s monthly free cash flow even after individual commercial mortgages have been paid. Accordingly, this debt service ratio is very small now but will increase as Storage of America and the Fund expands. As Storage of America is the Borrower in this fund, the financial strength and track record of Storage of America is very important. Track Record of the Storage of America First Mortgage Fund. The Storage of America First Mortgage Fund commenced operation in January, 2011, and has paid out 0.50% every month to the investors for the past 71 months as of December, 2016. Monthly Payments. The monthly interest payments of an investment in the Partnership shall be paid and directly deposited into the limited partner’s bank account on the first day of each month. Access to Asset Manager. Unlike most investors in large registered mutual funds, accredited investors in the Partnership will have direct access to the Partnership’s asset managers. Limited Liability. A limited partner cannot be required to make additional contributions to capital, will not be personally liable for Partnership debts beyond his limited partnership interests and will not be subject to margin calls as would be the Partnership. Administrative Convenience. The General Partner provides the limited partners with services designed to reduce the administrative details involved in engaging in the types of investment transactions made by the Partnership.

6. Prospective Investors

The Partnership is currently offering up to $1,000,000,000 of limited partnership interests to up to 499 investors. The amount of limited partnership interests offered may also be increased in the discretion of the General Partner. No minimum amount of interests must be subscribed before interests will be sold. Admission as a limited partner in the Partnership is not open to the general public and is limited to persons and entities that qualify as accredited investors as defined in Regulation D under the Securities Act (see Appendix B to this Memorandum). The minimum investment in this fund is $100,000. The General Partner may accept lesser investments than the foregoing minimum investment limitations in its sole and absolute discretion. The Partnership is not intended as a complete investment program and is designed only for persons and entities that are able to bear the economic risk of the investment and either are sophisticated regarding financial and business matters or are represented by such a person in connection with their investment in

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the Partnership. Additional or higher requirements may be imposed for residents of certain states, and the amount of an investor’s contribution to the Partnership may also be limited to a percentage of the investor’s net worth. Prospective investors should read carefully this entire Memorandum, the Partnership Agreement attached to this Memorandum as Appendix A and the Subscription Agreement included in the Subscription Package available to accredited investors that have registered as such on the Partnership’s website at storage.com. The Partnership Agreement sets forth the specific provisions relating to the operation of the Partnership.

7. Management Storage of America First Mortgage Fund, LP. The Partnership and its investments will be managed by the General Partner, Walker International Capital LLC., as described below and elsewhere in this Memorandum. Robert B. Walker is the Managing Member and 100% owner of Walker International Capital LLC. Robert B. Walker is also the Managing Member and 100% owner of Storage of America LLC. Neither the General Partner nor Mr. Walker is registered as an investment adviser (RIA) under the federal Investment Advisers Act of 1940, as amended, or under the securities laws of any state. Background of Storage of America LLC. Storage of America is a privately held self storage developer, owner and manager of self storage properties throughout the Midwestern U.S. Operations commenced in December, 2013, when Storage of America acquired a vacant 103,000 square foot retail building on 9.5 acres in Indianapolis and converted it to a Class A self storage facility with a drive-thru. Additional buildings were built on the parking lot and the total property is 175,000 square feet of self storage. Although it was the first Storage of America, it is still the largest self storage facility in the state of Indiana. Storage of America subsequently acquired a hard commercial corner of 7 acres in Indianapolis and built a ground up Class A self storage facility of 51,000 square feet. Storage of America then acquired a vacant 96,000 square foot Target in Akron, Ohio and converted it to self storage and acquired an adjacent vacant KeyBank branch to serve as the management office of Storage of America. Storage of America acquired a new, vacant 38,000 square foot Class A Warehouse in Novi, Michigan and converted it to climate-controlled self storage. Storage of America acquired a vacant 250,000 square foot former regional headquarters of Blue Cross/Blue Shield in Syracuse, New York and converted part of the building to self storage and then sold the property for double the acquisition price. Storage of America acquired a 63,000 square foot Target in Crawfordsville, Indiana and converted it to self storage. Storage of America also acquired a 166,000 square foot Factory Outlet Mall on 52 acres in Port Huron, Michigan and converted it to a self storage facility--which is the largest self storage facility in the State of Michigan. Storage of America has also acquired the following self storage sites that are under development or in the planning process:

1. 20 acres on Shadeland Avenue in Indianapolis; 2. 7 acres on West Washington in Indianapolis; 3. 3 acres on Pendleton Pike in Indianapolis;

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4. 4.5 acres on Middlebelt in Romulus, Michigan; 5. 4 acres on Telegraph and Ecorse in Taylor, Michigan; 6. 5 acres on Gratiot in Chesterfield Township, Michigan. 7. 13 acres on Gratiot in Saginaw, Michigan

Storage of America is under contract on several other buildings/sites and is conducting due diligence on those properties. Background of Walker International Capital, L.L.C. Walker International Capital, L.L.C. is a privately held real estate investment firm that specializes in investing directly in opportunistic and value-added commercial and residential real estate. Walker International Capital, L.L.C. and its affiliates have never defaulted on a loan. Since 1990, Walker International Capital and its related companies have acquired over 700 opportunistic and value-added real estate assets throughout the United States and Canada. Robert B. Walker and his companies were heavily involved from 1990 to 1995 in acquiring numerous distressed real estate assets from the Resolution Trust Corporation and other failed Savings and Loan institutions during the Savings and Loan collapse of the early-to-mid 1990s. Similarly, they have acquired over 200 properties since the global financial meltdown from 2008 to 2010. Over the past 26 years, Robert B. Walker and his companies have acquired distressed real estate assets from Citigroup, Wells Fargo, JP Morgan Chase, Bank One, Bank of Montreal, Citizens Bank, First Merit Bank, Resolution Trust Corporation (U.S. Government), Commonwealth of Pennsylvania, Pulte Homes, Kimco REIT, Target and many others. Mr. Walker has earned the reputation as an investor with the ability to close complicated transactions in concentrated time periods when institutions have to liquidate real estate assets or first mortgages in a very short time frame. History of Walker International Capital, L.L.C.

In 1990, Walker International Corporation, a real estate investment firm, was created by Robert B. Walker with an investment of $2,000 to take advantage of investing in distressed real estate opportunities. Walker International Corporation initially focused on the Phoenix, Arizona real estate market during the height of the Savings and Loan collapse in which every Savings and Loan institution in Arizona failed. From 1990 to 2001, Walker International Corporation and its successor Walker International Capital, L.L.C. acquired over 500 distressed properties in Arizona. Walker International Capital, L.L.C. raised capital from over 20 institutional and/or accredited investors. Every limited partnership that Walker International Capital, L.L.C. has sponsored has been profitable and there has never been a limited partnership that has been sponsored by Walker International Capital, L.L.C. that has lost capital.

From 2001 to 2016, Walker International Capital, L.L.C. and its affiliates have invested their own capital exclusively in acquiring over 200 properties. Walker International Capital, L.L.C. has demonstrated over the past 27+ years a disciplined approach to acquiring and creating value in numerous distressed and opportunistic real estate transactions.

Most importantly, Mr. Walker and his companies have never defaulted on any loan in their 27-year history.

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Mr. Walker and his companies have been extremely selective in their acquisitions as they acquire less than 1% of the properties for which they have performed due diligence on made offers. This disciplined investment approach is very risk averse and Mr. Walker and his companies have never invested in any property at over 50% of its replacement cost. In fact, numerous acquisitions have been acquired at less than 5% of replacement costs. Since 1990, Mr. Walker and his companies have invested in over 700 distressed properties in office, retail, industrial, apartments, condominiums, self storage, hotels, assisted living and commercial, residential and industrial land in Arizona, Nevada, Utah, Indiana, Michigan, New York and Ohio.

Biography of Robert B. Walker

Robert B. Walker – President and Chief Executive Officer. Mr. Walker graduated from Brigham Young University in 1986 with a Bachelor of Arts degree in International Relations. He received his Juris Doctorate degree from the same institution in 1988, and subsequently obtained his post-doctorate Master of Laws degree in International Banking Law from Boston University in 1989. Mr. Walker also studied law as a visiting student at Oxford University, St. Edmund Hall, in 1987. From 1989 until 1990, Mr. Walker was employed as a lawyer with Burnet, Duckworth & Palmer, a Calgary, Alberta Canada law firm specializing in commercial real estate, corporate/securities and international business law. Mr. Walker left Burnet, Duckworth & Palmer in 1990 to accept a Partner’s position with Chow Walker, a similar Calgary, Alberta, Canada law firm specializing in commercial real estate, corporate/securities and international business law. During that same year, Mr. Walker was appointed Chairman of the International Business Law Section of the Canadian Bar Association - Southern Alberta Region. In 1991, Mr. Walker left Chow Walker and established Walker International Corporation in Phoenix, Arizona. From 1991 until the present, Walker International Corporation and its successor Walker International Capital, L.L.C. have primarily served as the general partner of several real estate investment partnerships which invested in distressed properties purchased from major financial and government institutions. Such institutions included Citigroup, JP Morgan Chase, Wells Fargo, Citizens Bank, Bank of Montreal, First Merit Bank, Resolution Trust Corp., the Commonwealth of Pennsylvania, Kimco REIT, and Pulte Homes. While continuing his duties as President of Walker International Corporation, Mr. Walker founded Walker International Capital, L.L.C. in 1996, and has operated under the latter entity since that time. In 2003, Mr. Walker founded Storage of America, which develops, owns and operates self storage facilities throughout the Midwestern United States. Other Activities. The General Partner and Mr. Walker intend to devote as large a portion of their business time to Partnership activities as they deem necessary. However, the Partnership Agreement recognizes that the General Partner, such persons and their affiliates and other officers, directors, managers, members, officers, directors and employees may conduct any other business including any business with respect to securities. Without limiting the generality of the foregoing, the General Partner and such other persons may act as an investment adviser or investment manager for others, may act as a “finder” in the raising of capital for others, may manage funds or capital for others, may have, make and maintain investments in their own names or through other entities, and may serve as a manager, member, officer, director, consultant, partner or stockholder of one or more investment funds, partnerships, securities firms or advisory firms. The Partnership Agreement also recognizes that it may not always be possible or consistent with the investment objectives of the various persons described

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above and of the Partnership for the same investment positions to be taken or liquidated at the same time or at the same price.

8. Management Fees and Allocation of Net Profits and Losses

The following is a brief description of the fees payable to the General Partner and its assignees for management of and services provided to the Partnership and the method by which the profits and losses resulting from operation of the Partnership will be allocated among the partners. The following description is qualified by reference to the full text of the Partnership Agreement attached as Appendix A. Management Fee. There are no management fees. Profit Allocations. There are no profit allocations to the General Partner.

9. Other Provisions of the Partnership Agreement

The following is a brief description of certain provisions of the Partnership and is qualified by reference to the full text of the Partnership Agreement attached as Appendix A. Terms of the Partnership. The term of the Partnership’s existence is perpetual, unless earlier dissolved as provided in the Partnership Agreement. Withdrawals. Limited Partners may not withdraw any of their capital prior to the maturity date as virtually all of their capital account will be invested in illiquid real estate assets. Early withdrawals would result in serious hardship to the General Partner as it would be disruptive to rehabilitation or development of real estate projects. Adverse Market Conditions. In the event that adverse market conditions are present that may include but are not limited to economic, financial or geopolitical adverse conditions, the General Partner may, in its sole and absolute discretion, delay the return of a partner’s capital and also delay redemptions and monthly payments and temporarily delay the sale of Partnership assets or the refinancing of Storage of America properties in order to fund redemptions and make monthly payments if it is determined that such liquidation or refinancing may impair the asset value of the Partnership’s assets until such time as it is reasonable to liquidate sufficient assets for fair market values or refinance properties in order to meet all of the redemptions and the return of a partner’s capital. Capital Accounts. An individual capital account is maintained for each limited partner which is the aggregate of (i) the limited partner’s initial capital contribution, (ii) any additional capital contribution by the limited partner, and (iii) any net profits allocable to the limited partner, from which is deducted (1) any distribution made to the limited partner (whether or not at his request), and (2) any net loss allocable to the limited partner. The Partnership may return any limited partner’s capital account prior to the expiration of 5 years in the sole discretion of the General Partner under the terms and conditions set forth in the Partnership Agreement. Other General Partner and Management Activities. The Partnership Agreement recognizes that the General Partner, Mr. Walker and their affiliates and associates invest for their own accounts, may be

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associated with other investment entities (see “Conflicts of Interest”, above), engage in investment management for others, engage in the finding of capital for third parties and engage in other business enterprises. The General Partner and such other persons are not limited or restricted from engaging in or devoting time and attention to the management of any other business, whether of a similar or dissimilar nature, whether or not competitive to the Partnership, taking advantage of investment and business opportunities without offering the Partnership an opportunity to participate, or rendering services of any kind to any other corporation, partner, firm, individual or association. In no event may the General Partner or any such other persons be required to account to the Partnership or a limited partner for the profits generated by any such business, opportunity or service or through their own investments. The General Partner, such other persons and clients hold positions in securities from time to time both that the Partnership owns and that it does not own. Admission of Partners and Additional Capital Contributions. The General Partner may admit additional limited partners to the Partnership, or accept additional capital contributions from existing limited partners, on any date or dates selected by the General Partner. A person or entity may be added as an additional general partner with the approval of the existing General Partner and a majority in interest of limited partners. Capital contributions must be made in cash. Liability of Partners and Indemnification of the General Partner and Others. The Partnership is prohibited from borrowing funds. The General Partner, Storage of America and Robert B. Walker do not and are prohibited from making personal or corporate guarantees to ensure monthly interest and principal payments to the investors of the Fund. Instead, the indebtedness is secured by first mortgages with Storage of America or one its related entities as the Borrower. In the event of default, the Partnership shall foreclose on the subject collateral and sell the property and repay the investors with the proceeds. In the event of a deficiency after foreclosure, there is no personal or corporate guarantee to pursue by the General Partner, Storage of America or its affiliates, or Robert B. Walker. Each property is collateralized by a first mortgage and there is no cross-collateralization of multiple properties. The General Partner will not be liable for honest mistakes in judgment or for losses due to such mistakes or for the negligence of employees, brokers or other agents of the Partnership. The General Partner, Mr. Walker and their affiliates and associates will also not be liable to the Partnership or any limited partner and will not be required to account for any profits or benefits generated from outside business activities, transactions with the Partnership or the allocation of Partnership brokerage business other than for the exclusive benefit of the Partnership (see in particular Section 3.1 of the Partnership Agreement attached as Appendix A). The Partnership will, to the fullest extent legally permissible under the laws of the State of Utah, indemnify the General Partner, its officers and directors and any persons designated to wind up the affairs of the Partnership pursuant to the Partnership Agreement against any loss, liability or expense reasonably incurred or suffered in connection with the performance by the General Partner or other persons of their responsibilities to the Partnership. A limited partner will not be personally liable for any debt or obligation of the Partnership beyond his limited partnership interest. However, limited partners might be required to repay with interest Partnership cash or in kind distributions (including distributions on partial or complete redemption of limited partnership interests and distributions deemed a return of capital) received by them to the extent of over-payments, if the Partnership is insolvent at the time of the payments or if such distributions render the Partnership insolvent.

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Expenses. The General Partner shall pay for all operating expenses on behalf of the Partnership, which expenses are borne by the General Partner only. Partnership overhead and administrative expenses are also paid by the General Partner. Amendment of the Partnership Agreement. The Partnership Agreement may be amended by the General Partner acting alone in any manner that does not adversely affect any limited partner. The General Partner may make any other amendments that may adversely affect any limited partner provided that the General Partner must, in those circumstances, permit the limited partner to withdraw from the Partnership and receive the full amount of such limited partner’s capital account. Dissolution of the Partnership. The Partnership Agreement provides that the Partnership may be dissolved at any time by the General Partner whereupon its affairs shall be wound up by the General Partner. If the Partnership is dissolved, the General Partner, its designee or another person or entity designated by a majority in interest of the limited partners shall take all steps necessary or appropriate to wind up the affairs of the Partnership. Neither the admission of partners nor the withdrawal, retirement, bankruptcy, death or insanity of any limited partner will dissolve the Partnership. Assignability of Limited Partnership Interests. Neither the interest of any limited partner in the Partnership nor any beneficial interest therein is assignable, in whole or in part, without the consent of the General Partner which may be granted or withheld in its sole and absolute discretion. Power of Attorney. The General Partner is authorized to sign Partnership documents on behalf of each limited partner so long as no personal liability is imposed by any such document on any limited partner. Anti-Money Laundering Policies. The Partnership endeavors to prevent, detect, and report money laundering. To this end, the Partnership is developing an anti-money laundering program, which is expected to include (i) anti-money laundering policies and procedures consistent with current statutory and regulatory requirements, including the USA PATRIOT Act; (ii) the reporting of suspicious activities and procedures for customer identification, as applicable; (iii) the designation of an anti-money laundering compliance officer responsible for implementing and monitoring the program; (iv) independent testing for compliance; and (v) ongoing training for personnel. The Partnership’s anti-money laundering policies and procedures will be modified from time to time as necessary to comply with additional anti-money laundering regulations as they become effective. In connection with this program, prospective investors may be required to provide supplemental information requested by the General Partner or the Partnership’s administrator that is deemed necessary to enable the Partnership to satisfy its customer identification requirements under the program.

10. Brokerage and Custody

The Partnership may pay brokerage commissions and fees to registered real estate and securities brokers and non-registered agents that have attained “issuer agent” status under applicable provisions of the Utah Uniform Securities Act for executing and clearing transactions on behalf of the Partnership. The General Partner has complete discretion regarding the selection of issuer agents and brokers and the amount of brokerage commissions and fees paid to such issuer agents and brokers who may or may not be affiliated with the General Partner but many or all of whom may refer prospective limited partners for investment in the Partnership or other funds or accounts managed by the General Partner, Mr. Walker or their affiliates and associates. See “Plan of Distribution” below. The General Partner or such other

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persons may also establish or acquire an interest in a brokerage firm in the future and execute Partnership transactions through such firm. Brokerage fees paid by the Partnership vary and may be greater than those typical for investment funds similar to the Partnership if the General Partner has determined that the services rendered by a particular broker merit greater than typical fees. Partnership brokerage transactions may also be made from time to time on an aggregate basis in conjunction with transactions on behalf of the General Partner individually and other accounts managed by it, Mr. Walker or their affiliates or associates. In those cases, the Partnership may bear a pro rata share of brokerage commission expenses that sometimes might exceed the commission expense that the Partnership would have incurred if it had traded independently. Custody of the Partnership’s cash and cash equivalent holdings will be maintained at one or more financial institutions or brokerage firms selected by the General Partner. However, SIPC insurance protection on the cumulative cash balances of all Partnership accounts at each institution is limited to $250,000 in the event of the financial default of such institution.

11. Reports to Partners

The partners will be advised as of the end of each fiscal month as to the operation of the Partnership by an independent fund administrator. Beginning with the year ending December 31, 2014, the books and records of the Partnership will be audited as of the end of each fiscal year by a firm of certified public accountants selected by the General Partner, and the partners will be furnished with audited year-end financial statements, including a statement of profit or loss for such fiscal year and of the status of such partner's capital account at such time.

12. Plan of Distribution

Interests are being offered and sold directly by the General Partner on behalf of the Partnership through Robert B. Walker, its Managing Member. The address and telephone number of the General Partner is at 1405 Stone Hollow Drive, Bountiful, Utah 84010. (801) 647-5972. Neither Mr. Walker, the General Partner nor any other officers, directors, managers, members, officers, directors or employees that it may have from time to time will be entitled to any compensation from the Partnership for their services in offering and selling interests.

13. Federal Income Taxation

The Partnership income derived from the first mortgage notes shall typically be classified as ordinary income. Except as described below, neither this Memorandum, the Partnership, the General Partner nor counsel to the Partnership makes or has made any representations to any potential purchaser of the Partnership interests as to the federal or state income tax consequences of participating in the Partnership or the operation of the Partnership itself. The Partnership has not requested, and accordingly will not receive, an opinion of counsel regarding any tax matter, nor has any Service ruling been sought with respect to any tax matter. Federal and state tax laws are subject to constant change and the Partnership cannot project how such changes would affect an accredited investor’s investment in the Partnership. Based on its assumption that the Partnership is properly characterized as a partnership for federal income tax purposes, the Partnership will file annually a partnership income tax information

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return, but will not be subject, as an entity, to federal income taxes. Each partner will be required to report on his own personal federal income tax return his distributive share of the Partnership’s income, gains, losses, deductions and credits for the taxable year, whether or not actual distributions of cash or other property are made to him. Each partner’s distributive share of such items is determined pursuant to the Partnership Agreement and applicable tax law or otherwise in accordance with the partners’ respective interests in the Partnership. Potential investors should also be aware that the Partnership is not a so-called “tax shelter” investment intended to generate net losses that could be used to offset income from other sources. Further, the Service may take the position, based on applicable Regulations, that the Partnership will generate income against which losses from “passive investments” may not be offset. In some instances, losses generated by the Partnership may not be fully deductible to non-corporate partners. See “Certain Risks -- Tax Risks.” No assurances can be given in this regard, and investors are expected to seek and rely upon the advice of their own tax advisors as to the characterization to investors of any income derived from the Partnership’s activities and as to any limitations on the deductibility of certain Partnership expenses. The Partnership will provide annually to each partner a report of its operations and his share of the Partnership’s taxable income for use in the preparation of such partner’s personal income tax return. The filing of such personal returns will be the responsibility of each partner. The Partnership is not required to supply, and does not anticipate supplying, tax or accounting information to assignees of limited partners who do not become substituted limited partners. Any tax-exempt entities that invest in the Partnership should also consider that the Partnership may generate “unrelated business taxable income.” As a result, such entities may become subject to taxation of such income. Partners should also be aware that at any particular point in time the tax consequences of an investment in the Partnership may vary significantly, and even inversely, from the performance of the Partnership as reflected in a partner’s capital account. For example, while the overall performance of the Partnership may reflect losses, sales may be primarily of securities which have appreciated, therefore generating tax liabilities. In addition, dividends and interest can accrue and be taxable to partners in periods when the net asset value of the Partnership is falling (though such income will in part be offset by Partnership operating expenses). Partners may also have tax liability during a period when they are not permitted to make withdrawals from their Partnership accounts. It will be the responsibility of each prospective limited partner to satisfy himself as to, among other things, the consequences of any federal taxes, including income and estate taxes, to which he is or he or his estate may be subject due to his participation in the Partnership by obtaining advice from his own tax counsel or advisor. The General Partner will give each prospective limited partner and his counsel or advisor, upon request, full access to all materials available to the General Partner relating to the projected operations of the Partnership.

14. Other Taxes

A limited partner's participation in the Partnership will probably affect his income tax liability in the jurisdiction in which he is a resident, and may also subject him to income taxation and the obligation to file income tax returns in Utah (or other states to which the Partnership may be relocated or in which it may hold assets or conduct business). Utah currently imposes a graduated income tax on individual and trust limited partners with a maximum rate of 5.933%. Partnerships are not subject to the Utah income tax, but partners are taxed on their respective shares of a partnership’s net profits, whether or not

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distributed, as under federal law. With respect to partners not residing in Utah, it is possible that they could be subject to income tax liability not only in their state of residence, but also in Utah. Specifically, non-resident partners who own their interest in the Partnership pursuant to the conduct of a trade or business in which they are regularly engaged in Utah will be subject to Utah income tax on all income derived pursuant to such trade or business, including their share of the Partnership's income. In addition, it is possible that non-resident partners not regularly engaging in a trade or business in Utah would be subject to Utah income tax if investment in the Partnership were itself considered to be doing business in Utah. It is the current position of the Utah State Tax Commission (the “Utah Tax Commission”) that non- resident partners are subject to Utah income taxes on their proportionate share of the Partnership's taxable net income. The Utah Tax Commission takes this position with respect to limited partners who hold their limited partnership interests solely as an investment, as well as those that have acquired or used such limited partnership interest in connection with a business conducted by them within the State of Utah. In general, if a portion of the Partnership’s net income is deemed taxable by the Utah Tax Commission, out-of- state limited partners will be able to receive credit for Utah income taxes paid against income taxes, if any, owed to their state of residence. However, it is also possible that such a partner’s state of residence imposes no income tax, or otherwise would not tax non-resident partners of a similar partnership located in such state, and would therefore not allow a credit for Utah taxes paid. Accordingly, double state taxation of income attributable to the Partnership could result. In addition, partners of the Partnership may be subjected to other types of state or local taxes, such as intangible, franchise, estate, inheritance, gift, personal property, or other taxes, and the obligation to file additional returns, in Utah (or any jurisdiction in which the Partnership owns property or does business), as well as in their states or localities of residence or domicile. Prospective limited partners are urged to consult their tax advisors with respect to possible state and local tax consequences of an investment in the Partnership. It will be the responsibility of each limited partner to satisfy himself as to the state and local tax consequences of his participation in the Partnership, and to prepare and file all tax returns required in connection herewith.

15. Fiscal Years and Interim Periods

The Partnership has adopted a fiscal year ending on December 31. As limited partners may be admitted or required to retire, and additional capital contributions may be made, during the course of a fiscal year, the Partnership Agreement provides for interim fiscal periods that are portions of a fiscal year for the purpose of allocating net profits and net losses due to changes occurring in capital accounts at such times.

16. Procedure for Becoming a Limited Partner

In order to become a limited partner, a prospective investor should follow the instructions set forth in the Subscription Package delivered available to accredited investors on the Partnership’s website at storageofamerica.com.

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17. Available Materials

In addition to all other materials referred to in this Memorandum, prospective investors are invited to review prior to investing the following materials at the offices of the General Partner, Walker International Capital LLC, located at 1405 Stone Hollow Drive, Bountiful, Utah 84010, Attention: Robert B. Walker, or at some other mutually convenient location at any reasonable hour after reasonable prior notice.

1. The Partnership’s Certificate of Limited Partnership, as filed with the Utah Division of Corporations and Commercial Code on December 13, 2016.

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