Fund II · 28% Subscribed · Closing Q3 2026
Qualified Opportunity Fund · IRC §1400Z-2
SEC Reg D 506(c) · Accredited Only

Defer your capital gains.
Pay zero tax on growth.

QOF Fund II acquires and operates parking infrastructure within federally designated Qualified Opportunity Zones — turning your deferred gains into community anchors that generate cash flow from day one.

Fund II Subscription $1.4M  of $5M
$3.6M remaining capacity
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$5M
Target Fund Size
10yr
Investment Horizon
2–3
Target QOZ Markets
0%
Capital Gains Tax at Exit
on appreciation, after 10-year hold
QOF Fund II Property — Flint, MI
QOF Fund II Property · Flint, MI

About Fund II

Essential Infrastructure in America's Opportunity Zones

Parking is not glamorous. It is, however, essential — and in QOZs, chronically undersupplied. Fund II targets surface lots and structured garages in census tracts designated as Qualified Opportunity Zones under the Tax Cuts and Jobs Act of 2017.

How It Works · OZ 2.0

Four Steps. One Permanent Tax Advantage.

Under the One Big Beautiful Bill Act, the Opportunity Zone program is now permanent. Investments made on or after January 1, 2027 follow a cleaner, rolling structure — no fixed sunset, no race against a deadline.

1
Within 180 Days
Roll Your Gain
Reinvest an eligible capital gain into QOF Fund II within 180 days of the triggering sale.
Deferral begins
2
Years 1–2
Capital Deployed
Fund acquires QOZ parking assets and completes IRS-required substantial improvement within 30 months.
Cash flow begins
3
Year 5
10% Step-Up + Gain Recognized
A 10% basis step-up reduces your original deferred gain, which is recognized on the 5-year anniversary of your investment.
90% of original gain taxed
4
Year 10+
Zero Tax on Growth
All appreciation earned inside the fund is permanently excluded from federal capital gains tax.
0% gains tax

Tax Advantages

Three Tiers of Capital Gains Relief

QOF Fund II is structured to maximize the federal tax incentives available under the Opportunity Zone program — one of the most powerful capital gains tools in the tax code.

1st

Defer Existing Capital Gains

Roll eligible capital gains into QOF Fund II within 180 days and defer recognition — but know that deferral ends at whichever of these two events comes first:

  • Before Jan 1, 2027 — if you sell or otherwise dispose of your QOF interest, the remaining deferred gain is recognized at the time of that sale. You choose the timing.
  • Jan 1, 2027 (automatic) — if you have not sold, the IRS includes the full remaining deferred gain in your 2026 taxable income automatically, regardless of whether the fund has been liquidated. Plan for this cash tax liability.
2nd

Step-Up in Basis

Investors who hold their QOF interest for at least 5 years receive a 10% step-up in basis on the original deferred gain, permanently reducing the taxable amount upon recognition.

3rd

Zero Tax on Appreciation

The most powerful benefit: investors who hold for at least 10 years pay zero federal capital gains tax on any appreciation earned within the fund — all growth above the original investment is excluded entirely.

Investment Strategy

A Disciplined Approach to QOZ Parking

Fund II deploys capital in four sequential phases — each designed to maximize qualifying property status, operating returns, and long-term appreciation.

01

Site Identification & QOZ Verification

Our acquisition team cross-references municipal parking studies, QOZ census tract maps, and traffic data to identify underutilized surface lots and garages with strong demand fundamentals inside designated zones.

02

Substantial Improvement

Per IRS rules, QOF Fund II invests at least 100% of the property's purchase price in improvements within 30 months — including repaving, lighting, EV charging stations, automated pay systems, and ADA compliance upgrades.

03

Active Operations & Cash Flow

Each lot is actively managed to generate parking revenue, monthly permit income, event parking contracts, and EV charging fees. Cash-on-cash yields are distributed quarterly to investors.

04

Redevelopment Optionality at Year 10

At the 10-year mark, the fund evaluates each asset for vertical development, sale to a developer, or continued operations — with all appreciation fully excluded from federal capital gains tax upon investor exit.

Target Markets

Where We're Deploying Capital

Fund II concentrates on two to three cities where QOZ designations overlap with high-demand urban core parking corridors and active downtown revitalization programs.

Primary

Birmingham, AL

Extensive QOZ coverage across downtown and the UAB medical district. A major hospital campus expansion is driving parking demand well above current supply, with several surface lots inside QOZ tracts currently operating below market rate.

14
QOZ Tracts
94%
Avg Occupancy
3
Identified Sites
Primary

Memphis, TN

Downtown core QOZ sites align with a $600M urban revitalization bond program. Strong event and commuter demand around Beale Street, FedExForum, and the medical center corridors year-round.

18
QOZ Tracts
91%
Avg Occupancy
2
Identified Sites
Newly resurfaced QOZ parking lot in Detroit Metro
Primary

Detroit Metro, MI

Anchored by the Fund's Flint, MI acquisition and an expanding pipeline of QOZ-designated lots across the metro footprint. Demand drivers include automotive HQ campuses, the Wayne State medical corridor, and ongoing downtown reinvestment under state and federal revitalization programs.

26
QOZ Tracts
89%
Avg Occupancy
4
Identified Sites

Fund Terms

Fund II Structure

Entity Type
Qualified Opportunity Fund
Delaware LLC structured to meet IRS §1400Z-2 requirements; 90% qualifying property standard maintained quarterly
Target Fund Size
$5,000,000
Hard cap of $6M; fund is currently 28% subscribed with $3.6M remaining capacity
Minimum Investment
$50,000
Accredited investors only; eligible capital gains rollover required within 180 days of triggering event
Investment Horizon
10 Years
Two-year extension option available; structured to preserve full 10-year capital gains exclusion
Management Fee
2% / year
Calculated on invested equity; waived for the first 12 months of the fund's term
Carried Interest
20% above 6% Preferred
Investors receive a 6% preferred return before any carry; structured to align manager and investor incentives over the full hold period
Capital Gains Deferral
5-Year Deferral — Starting Jan 1, 2027
Investors who roll eligible capital gains into QOF Fund II on or after January 1, 2027 start a fresh 5-year deferral clock. Here's how it works:

Step 1 — The rollover. Within 180 days of a qualifying capital gain event (stock sale, real estate, business sale, etc.), you invest those proceeds into Fund II. From that date, the IRS defers recognition of the original gain — you owe nothing on it yet.

Step 2 — The 5-year hold. If you hold your QOF interest for at least 5 years from your investment date, you receive a permanent 10% step-up in basis on the deferred gain — meaning 10% of the original gain is forgiven entirely and never taxed.

Step 3 — What happens on Jan 1, 2027. Regardless of whether you have sold your QOF interest, the IRS requires you to recognize the remaining deferred gain (after any step-up) as taxable income on your 2026 federal return, due April 2027. No sale is required — this is an automatic inclusion event. Plan for this cash tax liability.

Step 4 — The 10-year exclusion (separate benefit). Any appreciation earned inside the fund above your original investment is fully excluded from federal capital gains tax at the 10-year mark. This benefit is entirely independent of the deferral and continues unaffected after Jan 1, 2027.
180-Day Rollover
Eligible Gains Only
Short-term and long-term capital gains qualify; does not apply to ordinary income or depreciation recapture

The Team

Experienced Operators. Tax-Focused Structure.

QOF Fund II is led by a small, senior team combining hands-on parking operations with disciplined fund management.

Robert Mowry

Robert Mowry

Partner

Leads acquisitions, capital strategy, and investor relations for QOF Fund II. Background spans real estate underwriting and Opportunity Zone fund structuring, with direct responsibility for sourcing and closing the Fund's QOZ parking portfolio.

Art Kliatchko

Art Kliatchko

Chief Operating Officer

Oversees day-to-day operations, asset management, and reporting across the Fund's parking portfolio. Brings operational discipline to lot-level performance, vendor management, and the substantial-improvement work required under §1400Z-2.

Common Questions

Frequently Asked

QOZ investing is nuanced. Here are the questions we hear most often from prospective investors.

What capital gains qualify for rollover into a QOF?

Most types of capital gains qualify: stock sales, real estate, business sales, crypto, and collectibles. The gain must be recognized (i.e., a sale has occurred) and rolled into the fund within 180 days. Ordinary income and depreciation recapture do not qualify.

Do I have to invest my entire gain, or just part of it?

You can roll over any portion of an eligible gain — you don't have to invest the full amount. Only the portion invested receives the QOZ tax benefits. The uninvested portion is taxed normally in the year of the sale.

Why parking lots specifically?

Surface lots in urban QOZs offer immediate cash flow from day one, low operating complexity, and significant redevelopment optionality at year 10. They also satisfy the IRS "substantial improvement" test more straightforwardly than most other asset classes at this fund size.

Is this fund registered with the SEC?

No. QOF Fund II is a private placement offered only to accredited investors under Regulation D, Rule 506(b). It is not registered with the SEC or any state securities regulator, and is not required to be. Investors must receive and review the full Private Placement Memorandum before committing.

What happens if I need to exit before 10 years?

An early sale of your QOF interest triggers recognition of any remaining deferred gain and eliminates the 10-year exclusion on fund appreciation. The fund operating agreement includes right-of-first-refusal provisions. Liquidity is limited — this is a long-term investment.

How does the December 31, 2026 deadline affect me?

There are two distinct scenarios to understand. If you sell your QOF interest before Jan 1, 2027, the deferred gain is recognized at that point — you control the timing within the deferral window and can plan accordingly. If you have not sold by Jan 1, 2027, the IRS automatically includes the remaining deferred gain (minus any 5-year step-up) in your 2026 federal taxable income, reported on your 2026 return due in April 2027 — even though the fund still holds its assets and you haven't received any cash. This is a real, out-of-pocket tax liability that investors should budget for in advance. The 10-year capital gains exclusion on fund appreciation is entirely separate and continues unaffected past this date.

What are the quarterly distributions?

Operating cash flow from parking revenues is distributed quarterly after reserves and management fees. Distributions are not guaranteed and will vary by property occupancy, seasonal demand, and capital expenditure timing. Target cash-on-cash is 5–7% annually on deployed capital.

How is the fund audited and reported?

The fund is audited annually by an independent CPA firm. Investors receive audited financial statements, quarterly operating reports, and K-1s for tax filing. The fund files IRS Form 8996 annually to certify its Qualified Opportunity Fund status.

Get Started

Request the Private Placement Memorandum

Fill out the form and we'll send the full PPM, fund financials, and subscription documents within one business day.

  • Full Private Placement Memorandum
  • Fund financial projections and pro forma
  • QOZ census tract maps for target markets
  • Subscription agreement and accredited investor verification
  • 30-minute call with the investment team (optional)

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Important Disclosures: This website is for informational purposes only and does not constitute an offer to sell or solicitation of an offer to buy any security. Any such offer will be made only by means of a confidential Private Placement Memorandum ("PPM") to qualified accredited investors as defined under SEC Rule 501 of Regulation D. Investing in private funds involves significant risks, including the possible loss of principal. Subscription progress figures shown are illustrative and subject to change without notice. Tax treatment depends on each investor's individual circumstances and may be subject to change; investors should consult their own qualified tax and legal advisors before making any investment decision. QOF Fund II, LLC is not registered as an investment adviser with the SEC or any state securities regulator. All information herein is as of the date published and is subject to change without notice. Past performance is not indicative of future results.