SECURITIES OFFERED THROUGH S2K FINANCIAL LLC, MEMBER FINRA/SIPC, THE DEALER MANAGER FOR VICTRIX-GORDON CAREW TOWER QOF LLC.

THIS PRESENTATION IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY SECURITIES. THE OFFERING AND SALE OF INTERESTS IN VICTRIX-GORDON CAREW TOWER QOF LLC (“THE FUND”) IS BEING MADE ONLY BY DELIVERY OF THE FUND’S PRIVATE PLACEMENT MEMORANDUM (“PPM”), CERTAIN ORGANIZATIONAL DOCUMENTS, SUBSCRIPTION AGREEMENT AND CERTAIN OTHER INFORMATION TO BE MADE AVAILABLE TO INVESTORS (“OPERATIVE DOCUMENTS”) BY THE FUND’S SPONSOR. The information included in this document is reliable through the date of the PPM and is subject to change without notice. This material must be read in conjunction with the Operative Documents in order to fully understand all of the implications and risks of the offering of securities to which the Operative Documents relate. Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of the Fund’s interests, determined if the Operative Documents are truthful or complete or passed on or endorsed the merits of the offering. Any representation to the contrary is a criminal offense. You may only invest in the Fund if you are an accredited investor as defined in Rule 501 of Regulation D.

Investing in the Fund will involve significant risks, including possible loss of your entire investment. An investment in the Fund will be illiquid, as there is no secondary market for the Fund’s interests and none is expected to develop; and there will be substantial restrictions on transferring such interests. Accordingly, an investor may be required to maintain its interest in the Fund for an indefinite period of time. The interest in the real property to be acquired by the Fund is subject to leverage and its investment performance may be volatile. Investors should have the financial ability and willingness to accept the risk characteristics of the Fund.

Prospective investors should make their own investigations and evaluations of the information contained in this presentation and the other Operative Documents. Each prospective investor should consult its own attorneys, business advisors and tax advisors as to legal, business, tax and related matters concerning the information contained herein. This presentation does not take into account the particular investment objectives or financial circumstances of any specific person who may receive it. An investment in the Fund is not suitable for all investors.

This presentation contains forward-looking statements within the meaning of federal securities laws and regulations relating to the business and financial outlook of the Fund that are based on management’s current expectations, estimates, forecasts and projections and are not guarantees of future performance. These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will” and other similar terms and phrases, including references to assumptions and forecasts of future results. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any such statements. A number of important factors could cause actual results to differ materially from the forward-looking statements contained in this presentation. Forward-looking statements in this material speak only as of the date of the PPM and not as of any future date, and the Fund undertakes no obligation to update any such statements that may become untrue because of subsequent events.

Investing the Fund’s common units is speculative and involves substantial risks. You should purchase these interests only if you can afford a complete loss of your investment. See the section entitled “Risk Factors” of the Fund’s PPM to read about the more significant risks you should consider before buying our common units. These risks include the following:

• This Initial Offering is being made to allow investors to take advantage of recently adopted rules and regulations under the Tax Cuts and Jobs Act (“TCJA”). The legal and compliance requirements of this legislation, including with regard to Opportunity Funds like the Fund, is relatively untested.

• An investment in the Fund will be illiquid, as there is no secondary market for the Fund’s interests and none is expected to develop; and there will be substantial restrictions on transferring such interests. Accordingly, an investor may be required to maintain its interest in the Fund for an indefinite period of time. The property to be acquired by the Fund is subject to leverage and its investment performance may be volatile. Investors should have the financial ability and willingness to accept the risk characteristics of the Fund.

• If the Fund fails to qualify as an Opportunity Fund for U.S. federal income tax purposes for any period and no relief provisions apply, the Fund would be subject to penalties which could be significant. As a result, returns to investors could be materially reduced.

• The Fund depends on our Sponsor to conduct our operations. The Fund will pay fees and expenses to our Sponsor and its affiliates that were not determined on an arm’s length basis, and therefore the Fund does not have the benefit of arm’s length negotiations of the type normally conducted between unrelated parties. These fees increase your risk of loss.

• The Fund has a limited operating history. The prior performance of our Sponsor and its affiliated entities may not predict the Fund’s future results. Therefore, there is no assurance that the Fund will achieve its investment objectives.
• The Fund’s Sponsor may in the future sponsor other companies that compete with the Fund, and the Sponsor does not have an exclusive management arrangement with the Fund.

• The Fund’s organization documents permit the Fund to pay distributions from any source, including cash flow from operations, offering proceeds, borrowings, or sales of assets. Until the proceeds from the offering are fully invested and from time to time during the operational stage, the Fund may not generate sufficient cash flow from operations to fund distributions. If the Fund pays distributions from financings, the net proceeds from this or future offerings or other sources other than our cash flow from operations, the Fund will have less funds available for investments and the overall return to the Fund’s investors may be reduced. If distributions are funded from borrowings, the Fund’s interest expense and other financing costs, as well as the repayment of such borrowings, will reduce earnings and cash flow from operations available for distribution in future periods, and accordingly your overall return may be reduced.

• The Fund’s limited liability company agreement does not require the Sponsor to seek investors' approval to liquidate the property by a specified date. No public market currently exists for the interests and you may not be able to sell your interests. If you are able to sell your interests, you may have to sell them at a substantial loss.

• The Sponsor intends for the Fund to be classified as a partnership for U.S. federal income tax purposes. As a result, it is expected that you will include your allocable share of income, deductions, gains, losses and other tax items from us on your U.S. income tax return, regardless of whether or not cash is distributed to you.

• Real estate investments, including the intended investment, in Opportunity Zones, are subject to general downturns in the industry. The Fund cannot predict what the occupancy level will be nor can the Fund predict the future value of our property. Accordingly, there is no guarantee that you will receive cash distributions or appreciation of your investment.

• The Fund is not diversified and will be substantially affected by the unfavorable performance of the property.

• The Fund’s anticipated business plan contemplates significant construction and development at the property. As a result, the investment in the property will be subject to the uncertainties associated with construction and development of real property, including the ability to complete the work in conformity with plans and specifications, budgets, and timelines.

• Failures to uncover material facts during due diligence of potential investments could result in unanticipated expenses or losses on such investments.

• The Company may not achieve its targeted rate of return, which would hurt the value of Members’ investment in the Company.

• Expenses may be increased as a result of investing through joint ventures.

• The subject property is a member of a condominium association alongside a separately-owned, neighboring hotel which is currently in receivership. The financial condition of the neighboring hotel could affect its ability to meet condominium association obligations which could have a negative effect on the property.

• The financial and tax implications of various incentive programs the Property Owner may utilize are uncertain and may change at any time. Incentives included in the Sponsor’s underwriting may fail to materialize or may be no longer offered by the applicable governmental jurisdictions. Certain grants or awards may create taxable income liability for Fund investors and this tax liability may come during a time without corresponding cash flow.

• Competition may adversely affect demand for the residential rental units, which could adversely affect, or result in a loss on, an investment in the Company.

• Design, construction, or other defects in property acquired by the Company can result in additional, unanticipated expenditures, which can hurt the Company’s cash flow.

• Interest rates may adversely impact the Company and Project Company.

• Delays in the development and/or stabilization timeline may affect the timing of cash flows, including distributions of tax credit, grant, incentive, and/or refinancing proceeds. Accordingly, the ability for the Fund to make cash distributions before Fund investors are required to pay taxes related to deferred capital gains cannot be promised.