Offering Memorandum

Please read and consider this memorandum carefully

Site Address- https://valleycommunityfund.org/ 

email address         VCFinfo@comcast.net

Table of Contents

$2,000,000 of Unsecured Social Investment Term Notes Series A                        2
This Circular is dated as of October 15th 2020.                                                          4
No Regulatory Approval                                                                                                   4
Development Stage Enterprise.                                                                                      7
Risk Factors.                                                                                                                         7
These notes are not secured or insured.                                                                     8
Other Investment Risks.                                                                                                   8
There can be no assurance that this plan will be successful.                                9
Standalone Entity-Need for Gift and Grants.                                                           11
Description of the Organization.                                                                                  17
Underlying Information Related To Needs.                                                              17
Lending Policies.                                                                                                               18
Management of the Fund. 19
Terms of Investment                                                                                                       20
Plan of Distribution.                                                                                                        21
Additional information.                                                                                                 22
No Agents-No Staff Commissions.                                                                              22
Directors.                                                                                                                           22
        PRIVACY POLICY.                                                                                                              25
        VCF NOTE SUBSCRIPTION AGREEMENT AND NOTE INSTRUCTIONS.                  26
        Please Complete the Following Subscription Agreement                                   27

 

 

Offering Memorandum

Valley Community Fund, Inc.

(A Development Stage Company)

60 Hanover St., Lebanon, New Hampshire 03766

 

 

$2,000,000 of Unsecured Social Investment Term Notes Series A

 

Valley Community Fund, Inc. (“VCF”, “Fund”, and “Company”), a nonprofit organization under section 501c3 of the Internal Revenue Code, hereby offers up to $2,000,000 of individually negotiated Unsecured Social Investment Term Notes Series A (“Securities” or “Notes”) with terms varying from three to ten years, and interest rates varying form one percent to three percent, compounding semiannually. See further description of the Notes and subscription process on page 19.

Please note that the Fund will be concurrently soliciting gifts and grants

 A primary source of information is the website https://valleycommunityfund.org/

(control /click to access)

Only authorized Fund personnel may approve subscriptions.

Subscriptions and approvals may use electronic signatures

Investors in these notes should have very strong social investing motivations and be willing to accept variations in repayment from the planned terms.

 The Fund may issue other series of notes for other purposes, including offering notes for other purposes concurrently.

The Fund may increase the dollar amount of Series A Notes available for issuance or terminate the offering of Series A Notes or make other changes at its discretion without notice.

The Fund, an IRS approved nonprofit 501c3 organization has broad authorization under its IRS approval letter to pursue socially motivated activities including the use of unsecured socially motivated notes to invest in socially beneficial activities. This type of security is authorized under Federal and State of New Hampshire regulations. The state regulations which allow such notes provide that such notes cannot be specifically secured by assets of the Company. The most prominent example  in our area is the New Hampshire Community Loan Fund which has used this type of notes for over thirty years.

The Fund could use these notes to raise funds for a variety of purposes but currently intends to focus its efforts primarily on low-income emergency and affordable housing and to take reasonable actions incidental to its mission. The Fund intends to identify quality projects and to solicit gifts and investor loans from residents of the affected community and the greater Upper Valley area to support those projects

The Founding directors believe there is a great need in the Upper Valley for additional shelter and housing to serve the target populations. This can be seen in various articles in local publications and anecdotal reports from social service organizations.

The related need is for a source of funding for such housing. The Funding mechanism proposed herein offers a new way of providing that funding. The targeted populations include: homeless persons, very low and low income persons, abused, financially and otherwise distressed veterans, financially and otherwise distressed senior citizens and other distressed populations.

Please note that the Fund may develop and rent housing to other populations and perform other actions to sustain operations of the target housing and sustainability of the Fund.

The “Fund” was approved as a nonprofit 501c3 charitable organization in March of 2014. It intends to commence fundraising soon after approval of its offering circular.

The Founder has significant nonprofit board, real estate operations and entrepreneurial business experience, that will be supplemented by experience of the directors and volunteers.

The combination of concepts set out herein is innovative in combination and combined with risks of the operating plan contribute to the risks of this investment. The two primary concepts are:

 Using the notes described in this circular and provided for under federal and state statutes as the primary source of funding

Investing primarily in community social investments including low-income housing for our own account and loans to other nonprofit organizations 

The use of the notes to invest in housing for our own account is the innovative aspect of this plan.

    1. There appear to be only three other entities in New Hampshire using this type of notes
    2. Existing users do not specialize in emergency and affordable housing.
    3. Existing users appear to primarily make loans to other entities including housing entities but do not appear to invest in housing for their own account.
      1. Investing in loans to existing entities with their own net worth combined with security interests in the underlying property may provide greater assurance of the ability to repay investor notes.

The advantage of this plan is that it is a new way of allowing philanthropically motivated people to invest in emergency and low-income housing.

The Fund may in the future offer other series of notes.

This plan may entail more risk than the plans of other housing entities which invest using federal and state grants and private donation because the fund plans to repay loans with interest.

Summary of plan

The Fund plans to invest in emergency, very low and low-income, targeted group (such as abused women, veterans, effectively homeless youth and distressed elderly shelter and housing and intends to lend to other nonprofit organizations in variety of ways. Currently the Fund has identified a variety of ways this plan could be implemented; however, the directors may approve other, as yet unidentified tactics in pursuing its goals.

The Fund currently intends to provide housing for homeless and other population segments on a completely emergency over night/week basis and to provide housing on more of a term basis such as three months. It is currently envisioned that all term housing will require plans and actions to reenter the main stream of the community. Hopefully this service can be provided via collaboration with other social service entities. We recognize that needs of the homeless also include food, personal care items and daytime shelter.  We plan to cooperate with other social service agencies for these and other needs.

The Fund currently has a start-up board of directors. It plans to recruit other directors to increase its effectiveness.

At this point the Fund has no capital or operational funding. The Employee plans to fund such absolutely essential start up costs from his own resources and voluntary contributions from possible collaborators. The Employee has developed an offering circular and a first stage website have been developed which is planned to be used to raise initial capital fort operations.

A primary strategy of the Fund is to more effectively use existing real estate by restructuring, adding additional housing units to existing lots, purchasing or obtaining gifts of land and housing, subdivisions and sales of non-core land, and other creative tactics.

The Fund plans to obtain the vast majority of its funding from direct personal outreach and referrals to its website which provides mechanisms to make donations and implement the offering of the social notes offered hereby. The Fund may seek funds from other sources.

Currently the Fund has only one person working to implement this plan. The Fund will seek volunteers to help implement the plan and will most likely retain paid consultants or employees depending on needs at the time.

Values

  1. Empathy
  2. Respect
  3. Creativity

 Statutory underpinning.

  1. The Company believes it is exempt from registration of these securities under the NEW HAMPSHIRE STATUTES, TITLE XXXVIII SECURITIES, UNIFORM SECURITIES ACT CHAPTER 421-B: 2-201 Exemptions, Paragraph (7) “The following securities are exempt from the requirements of RSA 421-B:3-301 through RSA 421-B:3-306 and RSA 421-B:5-504: a security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or social purposes, and not for pecuniary profit, no part of the net earnings of which benefits a private stockholder or other person”. Valley Community Fund, Inc. has been approved by the Internal Revenue Service as a charitable nonprofit 501c3 organization.

New Hampshire Revised Statutes Annotated chapter 162-l, COMMUNITY DEVELOPMENT FINANCE AUTHORITY, section 162-l:1.iii provides “Other nonprofit organizations and municipal governments involved in community development” are exempted from certain New Hampshire securities law regulations. This RSA applies to nonprofit organization organized under the laws of the state or municipal government to carry out purposes related to community development, improvement, revitalization, or other activities consistent with the purposes of this chapter and directed towards improving the living standards of distressed populations.

  1. Federal Statute Section 104, “Philanthropy Protection Act of 1995” which provides exemptions from certain federal and state securities regulations.

2.1.      Summary of Federal Exemptions. The following types of securities are exempted from coverage of the 1933 Securities Act (the 1933 Act) pursuant to Section 3(a):

2.1.1.   Charitable organizations Any security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, or reformatory purposes and not for pecuniary profit, and no part of the net earnings of which benefits of any person, private stockholder, or individual, or any security of a fund that is excluded from the definition of an investment company under section 3(c)(10)(B) of the Investment Company Act of 1940 [a pooled income fund, collective trust fund, collective investment fund, or similar fund maintained by a charitable organization];

 

Section 3(a)(4) is used by religious, educational, benevolent, fraternal, charitable, or reformatory organizations. This allows nonprofit organizations to issue notes without having to register under federal securities laws. Note that not all of the states have a similar exemption.

2.1.2.   Disclosure by exempt charitable organizations.— Each fund that is excluded from the definition of an investment company under section 3(c)(10)(B) of this Act shall provide written information to each investor to such fund, at the time of the investment or within 90 days after the date of enactment of this subsection, whichever is later.

2.1.3.   Please note that the content of such disclosures is not clearly set forth in regulations.

2.1.4.   The Fund intends to provide this information via its website.

Investors in the Offering will not be afforded the protections of registration and regulation under those acts.

The investment objectives of Community Investment Notes are to maintain principal, to provide an opportunity to earn a modest financial return and to use these funds to make available financing for projects that benefit lower-income people.

THE SECURITIES OFFERED HEREBY ARE THOSE OF A VERY EARLY DEVELOPMENT STAGE ENTERPRISE AND ARE ONLY SUITABLE FOR THOSE PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THESE ARE HIGH RISK SECURITIES. PAYMENT OF INTEREST AND REPAYMENT OF LOANS IS ENTIRELY DEPENDENT ON SUCCESS OF THE FUND’S FUTURE OPERATIONS.

THERE CAN BE NO ASSURANCE THAT FUTURE OPERATIONS WILL BE SUCCESSFUL. The Fund intends to create additional emergency shelter for homeless individuals. Most likely there will be no income from such projects. Repayment of notes funding such projects depend on successful solicitation of other notes, additional donations and successful operations of other projects,

 PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW AND CONSIDER THE MATTERS DESCRIBED UNDER “RISK FACTORS” HEREIN COMMENCING ON PAGE 5.

 This Circular is dated as of XXXX?XXXX?

 

No Regulatory Approval

 NEITHER THESE SECURITIES NOR THIS OFFERING CIRCULAR HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, THE STATE OF NEW HAMPSHIRE SECRETARY OF STATE OR VERMONT DEPARTMENT OF BANKING, INSURANCE AND SECURITIES OR ANY OTHER STATE SECURITIES AGENCY. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES AGENCY OR REGULATORY AGENCY HAS REVIEWED, PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING.

 EXCEPT AS OTHERWISE PROVIDED HEREIN, NO OFFERING LITERATURE IN ANY FORM IS AUTHORIZED TO BE USED IN THE OFFERING OF THESE SECURITIES EXCEPT FOR THIS MEMORANDUM. NO PERSON IS AUTHORIZED TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS MEMORANDUM AND, IF MADE, SUCH REPRESENTATION MUST NOT BE RELIED UPON.

THE NOTES HAVE NOT BEEN REGISTERED FOR PUBLIC SALE AND ARE NOT AND WILL NOT BE LISTED BY THE FUND FOR TRADING ON ANY RECOGNIZED EXCHANGE. NO TRADING MARKET IS EXPECTED TO DEVELOP IN THE FORESEEABLE FUTURE.

THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNAUTHORIZED OR UNLAWFUL.

THIS MEMORANDUM DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN EVALUATING AN INVESTMENT IN THE COMPANY.  INVESTORS MUST CONDUCT AND RELY ON THEIR OWN EVALUATIONS OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE NOTES.  SEE “RISK FACTORS” FOR A DISCUSSION OF CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED IN CONNECTION WITH THE PURCHASE OF THE EQUITY UNITS.  NEITHER THE DELIVERY OF THIS MEMORANDUM AT ANY TIME, NOR ANY SALE OF THE NOTES HERE-UNDER, SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED IN THIS MEMORANDUM IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

NEARLY ALL STATEMENTS REGARDING VARIOUS ELEMENTS OF THE COMPANY’S BUSINESS PLAN CONTAINED IN THIS MEMORANDUM ARE NOT HISTORICAL FACTS AND ARE INSTEAD STATEMENTS DERIVED FROM OTHER INFORMATION, JUDGMENTS OF PROPOSED MANAGEMENT OR FORWARD-LOOKING STATEMENTS.  INVESTORS SHOULD EXPECT THAT ANTICIPATED EVENTS AND CIRCUMSTANCES SHALL NOT OCCUR, THAT UNANTICIPATED EVENTS AND CIRCUMSTANCES SHALL OCCUR, AND THAT ACTUAL RESULTS SHALL LIKELY VARY FROM THE FORWARD-LOOKING STATEMENTS AND ESTIMATES.  INVESTORS SHOULD BE AWARE THAT A NUMBER OF FACTORS COULD CAUSE THE FORWARD-LOOKING STATEMENTS AND ESTIMATES CONTAINED IN THIS MEMORANDUM OR OTHERWISE MADE BY OR ON BEHALF OF THE COMPANY TO BE INCORRECT OR TO DIFFER MATERIALLY FROM ACTUAL RESULTS. SUCH FACTORS MAY INCLUDE, WITHOUT LIMITATION, (i) THE ABILITY OF THE COMPANY TO PROVIDE SERVICES AND TO COMPLETE THE DEVELOPMENT OF ITS PRODUCTS/SERVICES OFFERINGS IN A TIMELY MANNER, (ii) THE DEMAND FOR AND TIMING OF DEMAND FOR SUCH SERVICES AND PRODUCTS, (iii) COMPETITION FROM OTHER PRODUCTS AND COMPANIES, (iv) THE COMPANY’S SALES AND MARKETING CAPABILITIES, (v) THE COMPANY’S ABILITY TO SELL ITS SERVICES AND PRODUCTS PROFITABLY, (vi) AVAILABILITY OF ADEQUATE GIFT AND DEBT FINANCING, AND (vii) GENERAL BUSINESS AND ECONOMIC CONDITIONS. THESE IMPORTANT FACTORS AND OTHER FACTORS THAT MIGHT AFFECT THE COMPANY’S FINANCIAL AND BUSINESS RESULTS ARE FURTHER DISCUSSED IN THIS MEMORANDUM UNDER “RISK FACTORS.” THERE CAN BE NO ASSURANCE THAT THE COMPANY SHALL BE ABLE TO ANTICIPATE, RESPOND TO OR ADAPT TO CHANGES IN ANY FACTORS AFFECTING THE COMPANY’S BUSINESS AND FINANCIAL RESULTS.

NO REGULATORY REVIEW. NO REGULATORY AGENCY SUCH AS THE VERMONT OR NEW HAMPSHIRE SECURITIES DEPARTMENTS HAS REVIEWED THE MERITS OF THIS OFFERING. THE POTENTIAL INVESTOR MUST RELY ON INFORMATION PROVIDED BY THE COMPANY AND THEIR AND THEIR ADVISORS DUE DILIGENCE.  IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATIONV INCOMSISTENT WITH THIS PROVISION.

The securities offered hereby of Valley Community Fund are very high-risk securities suitable only for person who can afford the loss of their entire investment and whose motivation is primarily charitable in nature.

Development Stage Enterprise

The Valley Community Fund (“VCF, COMPANY or the FUND”) is a very early stage nonprofit entity which intends to raise funds from socially motivated investors and to invest in projects primarily, but not necessarily exclusively, focused on increasing the stock of emergency and low-income affordable housing in the “Upper Valley” area of Vermont and New Hampshire. The Fund intends to collaborate with or finance various nonprofit entities proposing various forms of emergency and affordable housing.

The Funds intends to invest in such projects for its own account

 The New Hampshire and Vermont Community Loan Funds primarily make loans to other nonprofit entities supporting social projects. While VCF may make such loans it also intends to take all reasonable actions to create, develop and own such projects for its own account.

The Board of Directors has broad discretion in selection of projects to support and the methods of supporting such projects within the general description of “nonprofit projects providing social benefit”.

The Fund intends to work closely with other nonprofits including housing entities and social service agencies serving low income individuals and families in our area,

The Fund has no assets or operating history and no current operations. The Fund intends to operate primarily by originating projects in the greater Upper V alley area and obtaining donations and investment in social notes from investors in that same area. The Fund is subject to all of the risks of a development stage organization

Risk Factors

 The Community Investment Notes offered by the Valley Community Fund, Inc. are subject to many risks, which should be carefully considered by any potential investor. Some of the risk factors identified by the management of the VCF follow; however, the risks identified below cannot be considered an all-inclusive analysis. The Company and management specifically disavow any inference that these risks are all inclusive or complete.

 This investment option is suitable only for persons who are interested in investing in a socially responsible manner and who can sustain the loss of their funds.

Unsecured and Uninsured Note Obligations.

These notes are not secured or insured.

These notes are not insured by the FDIC, SPIC or any other government agency.

These notes are not specifically secured by the assets of the Fund which are envisioned to primarily consist initially of investments in emergency and affordable housing. The Fund intends to make investments for its own account in such properties and other projects providing social benefit to the communities.

 Repayment rests primarily on the ongoing viability of the Fund and its ability to attract addition donors and investors in future notes. There is no assurance that Fund will be able to attract future donors and investors.

 Community Social Investment Notes proceeds are not placed in escrow and are not subject to a trust indenture or sinking fund obligations. There is no assurance liquid assets will be available to pay accrued interest or to repay principal when it is due. The proceeds of Unsecured Social Investment Notes are available to fund general, lending and investment operations of the Fund.

Other Investment Risks

There are many other investment risks

  • There is no liquidity for these notes. There is no market for these notes and no market is anticipated to develop. The Fund will not register these or any other notes it offers. The Fund has no obligation to repurchase any notes.
  • Interest is reportable to the IRS when paid and is taxable to the recipient.
  • These notes are being sold without any review by brokerage firms or other experts in business management and investing. This lack of review is a risk.
  • There is no requirement for all notes to be sold before any funds are used.

Risks of entrepreneurial activities.

Entrepreneurial activities are inherently one of the riskiest types of activity.

Risks of Plan. The Fund, an IRS approved 501c3 nonprofit organization, intends to startup by identifying specific projects and by soliciting local project area investors in these Unsecured Social Investment Notes and to solicit investors from the broader area. Solicitations will be made through direct personal solicitation, advertising in local publications, through its website and via social media. The Fund will strongly encourage sponsors of local projects to post information on their websites and social media informing potential donors and investors of the ability to support the project by investing in VCF notes. The unsecured social investment notes will be the primary source of funds for projects. Investments may be with other entities or for its own account.

The Fund’s planned fund-raising operations are similar to the Vermont and New Hampshire Community Funds. Both funds raise money to lend by sale of notes to the public and while both funds lend to nonprofit entities neither specializes in creating emergency and very low-income housing. Both of those funds operate on a state-wide basis in their respective state, but they make relatively few investments in this Funds’ planned market area

The Fund intends to initiate projects on its own volition including for concurrent or future collaboration with other nonprofit organizations and for its own account. For example the Fund might acquire a property with a plan of future collaborating with a veterans housing or abused women advocacy organization to create housing for such individuals. Or acquire a property with a plan of future collaboration with a housing group and a nonprofit rural clinic group. The Fund will attempt to negotiate favorable terms for the Fund in these collaborations.

The Fund will solicit gifts and grants from individuals, corporations and foundations commencing at approximately the time this offering becomes effective. The Fund will also solicit generally funding notes to develop a fund of ready cash to make acquisitions or investments as opportunities arise.

The Fund intends to use its website as a primary communications medium and vehicle to pursue its mission. The website is in a first iteration as of the offering circular date. The Fund anticipates that improvements will made to the site during the life of the Fund. Upon qualification of these notes the Fund will begin soliciting gifts to support its operations. A first use of resources will be to enhance its website.

The Company also plans to solicit gifts and grants through its website and personal solicitations.

There can be no assurance that this plan will be successful.

Investments in community projects, emergency and affordable housing for its own account may carry greater risks of inadequate cash flow to pay interest and principle on investor notes than loans for such projects.

These types of projects are judged to be inherently risky.

Investors should carefully consider the potential risks of such investments

 There is limited information available to use in deciding to make an investment in these notes. The Fund has No Historical Financial Operating Information on which to base judgments. A great deal of the information herein consists of forward looking information, statements of intent and judgments. This type of information is inherently weak.

 More information on the Plan.

  1. The primary motivating factor of this entire plan is the large number of homeless and very distressed low-income people in our communities.

Paul Tierney, the creator of this plan and possible operating officer has a long history of:

  1. Serving as a director of nonprofit organizations including over twenty-five years as a director of Listen Community Services; and,
  2. Successful starting and managing new companies including:
    1. Pinetree Power Development Corp, a developer of wood-fired electrical generating facilities with Westinghouse Electric.
    2. Landmark Bank in Lebanon New Hampshire which:
      1. Grew to $65MM in six years and was profitable after one year.
      2. Made hundreds of home and other loans.
  • Several real estate development projects including an eighty-lot subdivision in New London NH.
  1. Practicing for fifteen years as a CPA
  1. VCF is an existing approved nonprofit 501c3 organization.
  2. Web site development including the capacity for multiple note options and income tax receipts is in a draft stage. This will be refined.
  3. The offering circular will be submitted to the New Hampshire Secretary of State’s and Attorney General’s Offices. The Fund anticipates that these submissions will be for information only and the Fund will not receive an “approval” of the circular.
  4. The Fund will seek additional directors.
  5. The Fund will:
    1. solicit donations and loans.
    2. will commence seeking project opportunities. Please note that:
      1. The initial projects most likely will be smaller
      2. The selection and management of projects will utilize the expertise of the directors on a project by project basis, assuming all projects opportunities will be unique.
    3. The Fund will effectuate a project and seek occupants.
  6. Repeat steps six and seven.

No Current Operations-No Assurance of Future Successful Operations

The Fund is not in operation as of the date of this circular. There is no assurance that the Fund will be able to operate as planned or to achieve self-sustaining operations. Failure to achieve self-sustaining operations would adversely affect the capacity of the Fund to repay these notes.

Standalone Entity-Need for Gift and Grants

There is a risk that the Fund will not be able to obtain gifts and grants to support its planned operations and to provide an equity cushion to for losses in its portfolio. The Fund is a standalone entity. It has no municipal, county or parent or affiliate to support it as many funds across the country do. It is completely dependent on the success of its own operations to pay interest and principle on Social Investment Notes as due. The Fund needs to solicit gifts and grants as base for its operations commencing with expansion of its website. Under IRS regulations the Fund needs to obtain thirty three percent of revenue (as defined by them) from revenue from exempt operations and gifts and grants on a three out of five-year average to maintain its charitable status. The Fund will need to obtain gifts every year to meet this standard. Not obtaining gifts could adversely affect the ability of the Fund to pay interest and principle as due.

Please note that an implication of this “standalone” status means that no other entity is prepositioned to assume the assets and liabilities of the Fund, including the obligation to repay notes and the interest thereon.

Risks of use of additional leverage. The Fund may use additional leverage in connection with its operations. For example, the Fund might borrow from other funding sources such as banks in furtherance of its mission. These financings may be secured by assets of the Fund, which may further reduce the ability of the Fund to pay maturing notes principle and interest.

 Further website development required. The Fund’s website is rudimentary at this time. Additional gifts must be received to enable additional website development. There is no assurance that such additional gifts will be received. The Fund intends to use the website as the primary solicitation and communications tool.

Risks of Social Motivation. The current Directors and management are motivated to improve the communities and thereby the lives of individuals residing therein. We believe that the acquisition of real estate is the most certain way to be assured that resources which we acquire can be perpetually dedicated to the social missions which we support. There is a risk that this motivation may cloud their judgement regarding specific projects.

Limited Capitalization. The Fund currently has no net worth and no cash. Grants and contributions are required to cover the costs of operations and to meet the need for a capital base. There is no assurance that sufficient grants can be obtained especially in the first years of operations to support Fund operations. The Fund intends to solicit grants for Capacity Building to support operating costs, such as general management, marketing and administration, and serve as a base for investment and lending activities. There can be no assurance that this intention can be achieved.

Inherently High-Risk Operations. The activities of VCF are expected to involve an inherently higher degree of risk than that generally associated with bank lending activities. Investments in real estate are inherently risky. The size of its investments for the foreseeable future may also be large in relation to its capital (net asset) base. Judgments made regarding future operations and cash flow may prove to be incorrect thus adversely affecting the ability to repay Social Investment Notes.

Risks of Proprietary Activities. In its efforts to support and promote its activities such as affordable housing and Field, Farm and Forest programs, the Fund may enter into purchase, purchase/gift transactions or development activities on its own account, say affordable housing for special needs individuals or preservation of scenic fields or wildlife habitat. The Fund intends to co-venture with other nonprofit entities for day to day operations of such facilities and programs in some cases. For example, in the case of a purchase/gift transaction the Fund may purchase a piece of property which in its judgement is suitable for affordable housing and is more valuable than the purchase price and the seller/donor is willing to make a gift to the Fund. It may turn out that the purchase was not such a bargain or that follow-on activities such as working with nonprofit affordable housing developers may not come to fruition. The purchase of bank owned or distressed property with an intent to reconfigure the property, such as into small special needs housing units is within the scope of possible activities. These activities could turn out to not operate as intended. These activities could adversely affect the ability of the Fund to make payments on the notes.

The Fund’s articles of association filed with the New Hampshire Attorney office and in the application with the IRS for nonprofit status states in general that the purpose of the Fund is for religious, educational, scientific and charitable purposes. There are a wide variety of charitable activities that the Fund could engage in within the intended areas of activities and an even a wider variety of activities besides the ones set forth above as the Fund’s intended area of activities. The Board of Directors will carefully consider each proposed project and activity prior to investing.

The Fund’s board of directors has discussed other activities including primarily web based activities such as offering self-directed IRA accounts on a less expensive basis than apparently available now.

Risk of Dependence on Others for Referrals. This plan includes soliciting referrals from the nonprofit project’s sponsors and donors. The Fund believes that the donors and supporters of local projects will provide the Fund with names of potential investors in the Social Investment Notes. There is risk that the local sponsors will not in fact provide such referrals in sufficient numbers to fund the project and the project may not come to fruition.

Future Issuances of and Changes to Notes and or Borrowings. The Fund intends to issue additional notes in the future beyond the $2,000,000 offered hereby and may borrow from other individual and entity sources to fund future activities, and to repay previously issued notes. While the Fund intends that such notes would also be unsecured, there can be no assurance that future issuances would be unsecured or that they would not have provisions more favorable to the repayment prospects of such other notes. All or individual properties may be pledge as security during future operations. The Fund may, in the sole discretion of the Directors offer additional specific note terms or privately issue notes to individuals or organizations.

The Fund intends to display specific projects which the Fund intends to lend to on its website. The Fund may promote a specific set of note terms to support a specific project.

The Fund plans to update offering information at least annually when updated financial information is available. The Fund may also update information when, in the Directors’ sole judgement significant changes to the Company have occurred.

Losses. Losses in any loan portfolio are judged to be a major operating risk to the Fund. Losses, to the extent they might exceed its loss reserves and permanent capital, could thus seriously affect the financial position and operations of the Fund, especially the ability to continue operations and repay investors. Nearly all projects will be secured by interests in real estate, but such collateral is subject to variations in market value.

Troubled Loans. Borrowers may have trouble making payments as scheduled. Delays in payments may adversely affect the ability of the Fund to make payments on Social Investment notes as planned.

Limited ability to pay rent or generate other operating revenue. The Fund faces significant risk of generating sufficient operating revenue. Low income renters may have difficulties making payments: borrowers may have difficulty making payments and other events may limit the ability of the Fund to generate revenue. This would adversely affect the ability of the Fund to pay intertest on notes or to repay the notes at term-end.

 Limited Management and Staffing.

Most likely the Fund will commence operations with only one staff person. This adversely affects the Fund because the Fund will not have personnel highly skilled in every operating area and because there will be a limited amount of time staff can devote to essential operation. The plan is to retain additional staffing on a project basis such as analysis and document preparation consultants and fundraising staff for several years. Part time personnel may be employed for administrative function. Limited staffing can adversely affect fund operations in many ways. Limited staffing is driven both by limited capital and by low levels of envisioned operations in beginning periods.

Management Risks. The expected chief operating officer is 76, (see short resume below) and while in good health, his early death or disability could adversely affect the fund.

The directors, including the chief operating officer, are motivated by social considerations and other than the operating officer may not have development, construction, lending or lending entity operations experience. If the Officer is disabled or dies during the first few years of operations, there is no assurance that the Fund will be able to employ personnel at compensation levels the Fund might be able to pay at such time.

Initial activities of the fund including; donor and investment solicitations, systems development, project investigations of projects, contracting and project management and others may exceed the capacities and available time of Fund personnel. This risk may affect the ability of the Fund to pay notes on the agreed terms.

Risk of estimates in Fair Market Value Basis of Accounting

The Fund plans to use fair market value as the basis of accounting for property acquired by gift or purchase and substantial increases in fair market value due to improvements. It intends to disclose estimates of the fair market value of collateral underlying investments and loans in order to assist readers of its financial statements with estimating risks associated with its financial condition. These estimates are subject to error and such error may be significant.

Please note that this basis of accounting in some circumstances is provided for under generally accepted accounting principles.

Risks of complex transactions. Individual parts of the plan are often complex individually. The cumulative effect of the interaction of a number of individual complexities and risks increase total risk to the Fund’s success and ability to repay notes on their terms. For example, the interaction of the underling concepts of this plan appear to be without precedent in New Hampshire. Preparation of this Offering circular by management without regulatory oversight increases the risk that the circular will not adequately disclose the risks of the plan. An individual project may involve soliciting donors and loans, physical risks of the property such as hazardous materials, risks of construction costs, possible joint venturing, and risks of inadequate revenues. The combined risks of these transactions may adversely affect the ability of the Fund to repay notes on their terms.

Asset/Liability Management Risks. There is a major risk of investing short term funds in long term assets such as real estate or long-term loans. Almost all of the Funds’ assets will be long term investments. The Fund may not have other liquidity to pay the investors or be unable to effectively solicit new investors. For at least a number of years the Fund will be subject to long term asset/short term liability risks. The Fund may not be able to obtain sufficient funds to pay maturing notes to investors when they are due.

Competition. There are many more-substantial competitors with greater capital and experienced personnel. There are other nonprofit organizations in the Upper Valley Region providing housing solutions for homeless and low-income person. these entities have greater capital, management and personnel. There are basically an unlimited number of competitors for philanthropic funds. Specifically, the Upper Valley Haven and Twin Pines Housing Trust have more capital, more management and visibility.

However, the Vermont and New Hampshire Loan Funds do not have many customers in the greater Upper Valley area. The financial strength of the other funds could easily reduce funds made available to this Fund. Banks are a major source of competition for investor funds. For example bank deposits are insured by the FDIC and these notes are not insured. Banks are a better-known source of funds. This competition will adversely affect the ability of the Fund to carry out its plan. The Fund will also compete for properties and gifts.

Officer Compensation The chief operating officer will be compensated through successful operations including increase in fair market value of real estate. there is an employment agreement which provides for a salary of $25,000 in year one with increases in subsequent years. The Agreement provides for voluntary deferment of current payment when such payment is not prudent. The Agreement also provides for deferred compensation at a rate equal to the last year of active employment for a period of years equal to the number of years of active employment. Employees are reimbursed for typical expenses incurred by them in connection with their duties. The Operating Officer will be reimbursed expenses incurred in connection with employment.

The Fund may purchase life insurance to fund payment of accrued compensation and to support retention of new management.

Limited Ability to Affect Management. Control of the Fund is exercised by the VCF Board of Directors, which is nominated and elected by the VCF Board of Directors, which is self- perpetuating. Investors have no ability to affect the management of the Fund.

Governmental regulation. The VCF is not subject to any governmental regulation or supervision in regard to its planned lending activities. The absence of such regulation, together with the possibility of future regulation of this type, may negatively affect the Fund. The Fund does not anticipate that regulatory authorities will examine the Fund’s operations or investments on an ongoing basis. However government regulations may change and adversely affect the Fund.

The Fund intends to file copies of offering circulars and financial statements with the New Hampshire Securities Dept and Attorney General’s Office

 Divergence of Interest. The management of the Fund must necessarily balance the interests of its investors with the needs of the VCF for pursuit of its mission and/or continued existence. Risks of potential divergence of interest may be compounded by the absence of a trust indenture with respect to Community Investment Notes and the lack of any governmental regulation. For example investment of note proceeds into a veterans’ affordable or special needs housing project may result in lower cash flow because the project may not earn projected cash flow or income earned might be less than could have been earned from another project.

The Fund has adopted a Conflict of Interest Policy with regards to conflicts of interest between the directors and officers of the Fund and the Fund itself. The Conflict of Interest Policy is designed to prevent monetary transactions in which a Director or officer benefits personally from the transaction. Reasonable compensation for services is permitted by government regulations and by this policy.

Please especially note New Hampshire regulation regarding conflict of interest policies are limited to monetary transactions between the Fund and an officer or director. Please note that a director might serve on the board of another nonprofit housing agency without violating the conflict of interest policy because the director is not benefiting personally in a monetary transaction. This is more accurately described as a duality of interest. In any event this type of relationship must be disclosed under the “Conflict of Interest Policy” The Board has the authority to manage both conflicts and dualities as it deems fit. Counsel will be consulted in such circumstances.

No Public Market.

There is no public market for Community Investment Notes nor is it expected any such market will develop. As a consequence, an investment in a Community Investment Note cannot be easily liquidated through sale or other transfer for value.

Adverse Regulatory Changes Entities including nonprofits are subject to a number of regulatory risks. The Fund depends on continuation of the nonprofit 501c3 approval issued by the IRS. Changes in IRS rules or policies could affect that status and successful operations of the Fund. Other areas of possible regulatory risk include changes in regulation of issuance of notes by nonprofits, changes in banking regulations, changes in zoning regulations of real estate collateral and changes in current use or nonprofit property tax rulings and regulations. Regulatory change risk affects both the fund directly and indirectly through possible adverse effects on property or operations comprising the collateral, for example changes adversely affecting insurance reimbursement rates of a community health care facility.

Litigation. All operating enterprises are subject to litigation risks. In the case of foreclosure or workout borrowers in an effort to preserve ownership of the collateral may use bankruptcy protection and claims of lender malfeasance. These actions could adversely affect the Fund and its ability to repay notes.

 Adverse Economic Environment. Any deterioration in economic conditions could adversely affect operations of borrowers and their ability to repay. This could adversely affect the ability of the Fund to repay investor notes. During future operations of the Fund variations in economic activity could adversely affect the Fund. Local economic events such as closure of a major employer or flood could adversely affect borrowers and the Fund.

Adverse Publicity. The Fund is subject to the risks of adverse publicity from multiple sources. The Fund does not know of any adverse publicity, but such publicity could arise from actions or inactions on the part of the Fund or any of borrowers.

Physical risks to security. Real estate collateral is subject to risks including wind damage, fire, flood, water invasion, and vandalism among others. Uninsured damage could reduce the value of collateral and adversely affect operations, thus adversely impeding the Fund’s ability to repay notes.

Electronic records-loss of information The Fund’s records will primarily be stored in an electronic format as will its accounting information. The Fund will maintain electronic backup copies of this information. The Fund intends to use separate computers that are not connected to the internet for this information. Information containing sensitive data that must be transmitted to investors, borrowers and others will first be transferred to an internet enabled computer, maintaining isolation from the internet of most information. Risks include damage to the computers and data files containing electronic records, loss and theft of such information storage devices and improper processing techniques. Original documents and hard copies of documents may be maintained and stored. These records also may be damaged or stolen. Damage to those records could adversely affect the Fund’s ability to operate including billing borrowers and making payments to investors.

Risks of bad judgement.  Many judgements are involved in all aspects of fund operations. Often these judgements involve assessments of future events which are inherently risky. There can be no assurance that such judgements ultimately prove to be the best judgement that might have been made. This could result in losses to the Fund and adversely affect repayment of the notes.

Going Concern Assumption. Management’s assessment of future operations is based on a going concern assumption. Many of the Fund’s investments will effectively have longer maturity dates than the borrowings the Fund undertakes to fund those investments. Investors are deemed unlikely to be willing to lend for twenty years in this low interest rate environment to funds secured by real estate which often require twenty years to pay off. The Company’s plan assumes it will be able to replace five, seventy and ten year notes with new notes in the future because it continues to operate. Violation of this assumption puts Investor funds at risk. Many borrowers will not in fact continue to pay their obligations if the Fund is no longer active. If the Fund is not generating revenue from continued operations it may not have free cash to pay the administrative and anticipated extensive legal fees which may be necessary to enforce payment obligations.

Description of the Organization      

VCF a nonprofit 501c3 organization was founded in 2012 by a group of socially motivated individuals (See “Directors” below) who envisioned that a new community fund could assist other nonprofits providing services in the greater Upper Valley area with obtaining funds for community projects and operations. The Fund now intends to use more entrepreneurial tactics in pursuit of a mission including development emergency and low and very low income housing for its own account. There are funds in both Vermont and New Hampshire, but they do not focus on the either nonprofit entities or the greater Upper Valley Area. VCF was formed and applied for 501c3 status which was received in 2014. The Fund is now performing various startup activities.

Underlying Information Related to Needs

Affordable housing is in very short supply according to studies by the Upper Valley Lake Sunapee Regional planning Commission. The Upper Valley-Lake Sunapee Regional Planning Commission in its recent Housing Needs assessment estimates that there is a need for 1,600 to 1,900 workforce housing units in this area in the next ten years which at $150,000 per unit amounts to $240,000,000 in capital outlay just in the Upper Valley area. It also states that there is very little housing available that fits the budget of low income individuals and families.

Financing for emergency and affordable housing is very scarce for a number of reasons including cutbacks in Federal Housing funds. Affordable senior housing is a growing need. The populations in Vermont and New Hampshire are aging. Many people in this demographic want or need less expensive housing with lower maintenance and property tax costs. We plan to work with nonprofit community groups to create such housing including special housing needs financing such as transition housing for abused women, housing for veterans and developmentally disable individuals.

A study conducted by Listen Community Services Inc. estimated that there were about 800 single parent families with about 2,500 children living in poverty in the Upper Valley area. These families in most cases spend more than the federally recommended thirty percent of their income on housing costs. The Upper Valley is considered to have higher housing costs than other areas in the two states. An important reason for this higher cost is the higher cost of buildable multi-unit to multi-family lots in the Upper Valley. These high costs of space result in higher housing costs and incentivize for-profit developers and builders to sell lots at prices which are not consistent with affordable housing.

 Investment Criteria

The Fund may invest in many types of projects. Management and the Board of Directors most likely will evaluate the activity individually using their best judgement in the particular case.

VCF’s intends to use the following criteria among others when making investments.

  • The extent to which the project provides short and long-term benefits to low-income persons and the community at large
  • The market value of real property and related assets to secure the investment
  • The percentage of the project funded by allocated or direct project gifts
  • The ability of the project to provide financial benefit to the Fund.
  • The ability of the to leverage other financing from public agencies, traditional financial institutions or other organizations;

All of the above criteria are subject to judgements which may turn out to be incorrect.

In most cases, loans from VCF will be at market rates considering the risk involved. Nearly all will be secured by real property and related operating assets. Most will have as short a term as will allow the project to work and will have amortization structures and other terms appropriate for the loan. In many cases VCF projects originated will require participation with other financing sources.

The Staff will analyze and document the investments based on criteria established in the Investment Policy authorized by the Board of Directors. All investments will be secured, generally through a mortgage or UCC filings on chattel.

Portfolio Management and Monitoring

 The VCF Board of Directors will monitor the portfolio to ensure compliance with lending and management policies, to identify deteriorating investments s and to recommend strategies for preventing or minimizing loss. The BOD will review procedures and require needed changes. An additional measure of protection is achieved the provision of technical assistance and other support services to borrowers.

VCF plans to maintain loss reserves based upon a risk assessment of each investment. These non-cash items will reduce operating earnings

VCF may use established risk rating procedures. The Risk Rating Policy for each   pool may specify threshold requirements for risk levels. The housing and community facility risk ratings range from I (lowest risk) to 6 (workout) In the event of problems, VCF, due to its mission, does not necessarily follow standard workout or collection procedures. VCF considers the realizable market value of the collateral as the primary source of certainty of repayment of Unsecured Social Investment Notes. This will especially be the case in the first few years of Fund operations.

Management of the Fund

VCF is directed by a Board of Directors. The skills and experience of the members of the VCF Board of Directors represent a range of expertise in housing development, real estate, community organizations, economic development, banking, entrepreneurship, and financial management. The VCF Board currently sets broad organizational goals and policy, monitors operations and compliance with policies and assists with fundraising and capitalization.

VCF’s By-laws specify that board members have an affirmative obligation to disclose any actual or potential divergent and conflicts of interest of themselves or members of their families or any organization with which they are affiliated. Members of the VCF Board of Directors and its committees serve the Fund in a voluntary, uncompensated manner

The President manages the day-to-day activities of VCF. The President is responsible for overseeing all operations, including project initiation and development, technical assistance   consultation, monitoring and   underwriting, soliciting investments, public relations, fundraising and supervising VCF personnel. The President is also charged with executing all promissory notes and   agreements with investors. The President is authorized to execute documents in connection with approved projects is responsible for maintaining the organization’s financial records; is responsible for investor and donor relations and communications with both of these groups and with the public at large

Gifts and grants along with fees and interest from operations are intended to provide funds for the Fund’s administrative expenses. Rent and interest income from its portfolio is intended to be the main source of funds to pay interest expense. Rollover and replacement investor s are intended to be the primary source of repayment of existing investors.

The Fund intends to commence operations from borrowed space which is not currently arranged

The Fund expects to rent office space when its operations require dedicated space.

Terms of Investment. Any individual or organization may invest in the Valley Community Fund, Inc’s. Unsecured Social Investment Term Notes. Potential investors must rely on their own judgement and that of their advisors. Investors may designate the term of their investment, the interest rate, and schedule of repayment within the options set out. VCF accepts subscriptions as received

Community Investment Notes are not insured or guaranteed by VCF or any other entity. They are not secured through the grant of any interest in property of the VCF. Community Investment Notes are not negotiable. Community Investment Notes are not tax deductible nor are they considered income when the principal is repaid. Any interest is fully taxable to the investor. Investors should consult their own tax advisers as to the tax consequences of investing in Community Investment Notes.

The Fund will provide all investors with access to annual reports containing summary financial information through the Fund’s website. The Fund anticipates that the financial statements will be unaudited until annual revenues exceed $500,000 on an annual basis which is not expected to be in the near future. These statements prepared by management may not comply with all technical aspects of generally accepted accounting principles. Interim unaudited financial statements are not expected to be available upon request. Monthly and quarterly financial information prepared for the board of directors is not considered appropriates for the general public because they will not contain all the notes and information required to assure understanding by persons not closely involved with the Fund.

 Subscription

VCF requests Community Investment Notes to be at least $1,000 for a term of not less than one year. Rates of return can vary from no interest to levels comparable to money market rates. Investment options are set out in the subscription agreement

Look at electronic subscription process

To make an investment, an investor fills out the VCF Unsecured Term   Social Investment Notes Subscription Agreement which details the proposed amount, rate, terms and repayment schedule. The Investor will sign the subscription agreement and submit a check or wire for the amount of the Investment. Common repayment options are to receive interest payments on a semi-annual basis providing the payment exceeds one hundred dollars ($100) or annual basis and defer payment of the principal until the end of the period or to defer all payment until the end of the period when it may be paid or rolled over as a principal addition. All interest payments or reinvested reported to the investor and IRS.). Upon receipt of the subscription agreement, and acceptance in the Company’s sole discretion, the Subscription Agreement will be countersigned and a copy of the countersigned Agreement, then constituting a note, will be returned to the Investor.

Prior to the maturity due date, the Fund intends to contact the Investor to determine the Investor’s willingness to reinvest the principal. If interested the Investor will submit a new subscription agreement to be countersigned and constitute a new note.

VCF’s Board of Directors, in its discretion and upon request by an investor, may redeem any Community Investment Notes before maturity. The Board of Directors, on its own initiative, may prepay any Note without penalty.

Tax-deductible donations and gifts of stock, securities and property to VCF are also welcome. Gifts may be either unrestricted or designated for operating expenses, providing technical assistance, or permanent capital. Contributions enhance the ability of VCF to meet the varied financial needs of its borrowers.

Plan of Distribution

The Fund intends to make investors aware of these notes through postings on its website, direct mail and email, and personal solicitation. The Fund intends to request potential borrowers to post information on their websites and social media regarding VCF and the ability to invest in VCF general funds and project specific notes to support their project

The Fund intends to post information regarding proposed projects on its website to better inform potential investors of investments the Fund is contemplating and to allow investors to designate funds for specific projects.

Investments in the Valley Community Fund, Inc. may be made only by submission of; 1) a signed subscription and note agreement, and 2) payment of the subscription amount by electronic means or check to the Fund.

An approved representative of VCF, most likely the president will countersign the Subscription and Note Agreement and return a copy to the Investors either by mail or electronic means.

Only authorized Company representatives may accept subscriptions and countersign the agreement. Persons other than authorized Company representatives cannot accept subscriptions or payments.

Electronic signatures are considered by the Fund and by the subscriber upon submission to be contractually binding.

The Fund retains the right, in its sole discretion, to accept or reject any proposed investment.

Community Investment Notes are intended to be used by VCF to provide the major source of funds for investment. It is intended that expenses will be funded through grants and the net interest and rents earned on investments, While it is the Fund’s intention to apply the proceeds of these investments as indicated, VCF reserves the right to alter the application of proceeds should business exigencies so require.

Additional information

Any prospective investor having questions or wishing to review any of the VCF’s corporate records should contact the proposed chief operating officer, Paul Tierney. The offices of the Valley Community   Fund, Inc. are located at 60 Hanover St. Lebanon NH.

Materials that are available to prospective investors upon request include the VCF’s articles of incorporation, by-laws and IRS determination letter. The Fund will prepare annual financial statements and IRS Form 990, Return of Organization Exempt from Income Tax. Annual financial statements will be prepared internally without audit until annual revenues exceed $500,000. These VCF documents are available thirty days after preparation. No such forms have been prepared to date.

The only information that potential investors may rely upon are the documents described above. Staff may provide a prospective investor with reasonable additional information relating to VCF; as such person may wish to have and VCF possesses. No person other than VCF staff is authorized to provide any offering literature or advertising of Community Investment Notes except for this circular and its exhibits or to make any representations other than those contained in this circular. If there is divergence between verbal information and information in the circular the written information shall prevail.

No Agents-No Staff Commissions

VCF has not authorized any person to serve as an agent for this Offering. Potential investors should disregard any solicitation by any person other than VCF staff. VCF will not pay any self-purported agent or any of its staff any fees or commissions in regard to this offering.

Subscription:

To subscribe for notes Please complete the Subscription Agreement including signature(s) and submit it to VCF electronically or by mail. Please pay the subscription amount by check or completing the automatic clearing house transfer protocol information

VALLEY COMMUNITY   FUND BOARD OF DIRECTORS (As of August 1st, 2010)

Directors.  The Directors are:

 Paul Tierney, proposed chief operating officer

Mr. Tierney has served on the board of directors of Listen Community Services, Inc. for over twenty years. He also served on the board of Alice Peck Day Health System Inc. and Hospital for over ten years.

Retired 76

Founder, President and Director         Landmark Bank

Developed concept of using personal computers (remember this was 1988 and personal computers were not as pervasive as now) and empowering the personal bankers to directly provide a wide variety of client services. Led organization of the Bank and obtained $1.5MM in private equity financing. Managed Regulatory filings and public offering of $3.5MM. Managed construction of bank building and its related financing. Assumed overall responsibility for the bank’s operations including strategic planning, management, development of all bank policies and procedures, commercial, mortgage and personal lending, investments, data processing, marketing, accounting, regulatory relations and personnel. Managed bank growth from opening to $65 million in assets in six years. Achieved profitability in the second year of operations and maintained profitability until the year of sale at a gain to the shareholders. 5/88-1/97.

Founder/President       Pinetree Power Development Corp.

Created concept of wood fired power plants using approximately $8,000,000 of energy and investment tax credits. Organized the corporation and arranged initial venture capital from private investors; prepared regulatory filings for two wood-fired power plants. Created integrated fuel procurement and forest improvement management process which provided fuel certainty for financing. Co-negotiated sixty million dollars ($60MM) of joint venture capital.  Participated in project design with very strong environment emphasis and participated in detailed project design and construction management of two fast track projects. Negotiated sale of the plants to new owners. 1-86 to 10-87

Partner             Smith, Batchelder & Rugg, CPA’s

Fifteen years of public accounting including five as a partner in a multi office firm. (9/70- 12/85). Member of the Executive Committee. Served clients including banks, manufacturers, contractors, schools and hospitals. Assisted clients with strategic planning including financial feasibility, accounting systems design and control improvements, cost accounting, acquisition of equity and debt financing including securities department documents and filings, organizational planning and personnel selection, product and project feasibility analysis, profit improvement planning and general management consulting. Resigned to join Pinetree.

  • Other Experience

Director Listen Community Services-Most recently participated in the acquisition of a 30,000 square foot retail facility in Lebanon. Previously provided the spark and construction and permitting background knowledge to help build a new 10,000 square foot store, teen center and dining facility Hartford Vt. 1991 to present.

Trustee and Chairman of Finance Committee, Alice Peck Day Hospital and Health Systems.

Trustee Lebanon College

Director and Vice president, High Velocity Technologies, Inc. manufacturer of thermal metal spray equipment and reseller of metal spray powder

One of three founders of Private Capital Clearing House, Inc., established to create an online angel investor marketplace.

Licensed Financial Planner and Investment advisor

Investor, director, and officer of several small businesses and real estate investment entities.

BA University of Vermont-1966

MBA Amos Tuck School of Business -1969

US Army 8-68 to 7-70 1st Lieutenant-Vietnam Veteran

Ronald Michaud

Retire

Social Services Professional

PRIVACY POLICY

OUR COMMITMENT TO PRIVACY

We value your relationship with us as an investor, borrower or donor and your privacy is important to us.  To better protect your privacy we provide this notice explaining our information practices and the choices you can make about the way your information is used.  To make this notice easy to find, we make it available on our website (www.ValleyCLF.org).  We do not disclose any non-public personal information about our clients to anyone, except as permitted by law.  This policy applies to existing or former clients.

THE INFORMATION WE COLLECT

We collect and use various types of information in order to service your account with us.  We may collect personal information during the account opening process or during the ongoing administration of your account with us.  Examples of non-public personal information we may collect includes names, addresses, phone numbers, email addresses, social security numbers, bank account information and banking and credit history information.  We may collect the information on an application or other form, in writing, in person, by telephone, electronically or by any other means.

 THE WAY WE USE THE INFORMATION

Keeping your account information accurate and up to date is very important to us.  It is Valley Community   Fund’s intent to maintain the confidentiality of nonpublic personal information regarding individuals and organizations that borrow from, make donations to or investments in any of the funds it manages. Staff members have access to your information based on their job function.  Staff members maintain the confidentiality of all such information. If a staff member is unsure whether information is confidential, she or he will seek the advice of their supervisor or the Executive Director.  Staff members are required follow a personnel policy confidentiality policy.

 OUR COMMITMENT TO DATA SECURITY

To prevent unauthorized access, maintain data accuracy and ensure the correct use of information, we have put in place appropriate physical, electronic and managerial procedures to safeguard and secure the information we collect.  We do not sell or give data collected to any other company, individual or group except as required by law or business practice.  Some examples may include:

  • An audit or examination.
  • A disclosure in connection with a subpoena or similar legal process.

HOW YOU CAN ACCESS OR CORRECT YOUR INFORMATION

We provide you access to your account information through account statements and personal contact. If you find that the account information is inaccurate or out of date, please contact us and we will promptly work with you to correct the error.  To protect your privacy and security, we will also take reasonable steps to verify your identity before granting access or making corrections.

YOUR PRIVACY PREFERENCES WILL BE RESPECTED

We frequently acknowledge borrower, investors or donors in our annual and quarterly publications.  You always will have the option to be anonymous and can indicate your preference when you make a donation, investment or borrow from us.

 About Us

Valley Community Fund.Org Inc. is an IRS approved public 501(c)(3) charity. The purpose of Valley Community Fund (VCF) is to increase charitable giving to charitable and service organization on a federal income tax deductible basis. VCF uses this site for its own funding needs, sponsorship of capital campaigns for specific charitable capital projects and for sponsorship of campaigns for any approved charity or service organization. Contributions are made to VCF, which is an approved 501(c)(3) public charity. VCF then gifts the funds to the manager of the sponsored campaign.

VCF intends to be almost entirely internet based and to use internet based communications, due diligence, accounting and gifting procedures to increase efficiency of operations and gift a higher proportion of contributions to charities than united ways.  We expect to reach many more donors and be much more efficient than other well-known community fundraisers. See FAQs

We ask for donations as part of each supporting action to cover our costs, currently estimated at about fifteen percent of contributions. As is common practice, and as allowed by law, VCF expenses of operation are deducted from contributions.

Directors

A volunteer board sets policies and monitors compliance.

Ronald Michaud, Former Development Specialist West Central Behavioral Health

Cheryl Lindbergh, Former Business Development Officer at Mascoma Savings Bank; Treasurer, Town of Norwich, (1996 to present), Independent Accountant

Paul Tierney, Somewhat retired: Former President Landmark Bank, Director Listen Community Services, Previously: Founder & President Pinetree Power Inc. Alternative energy power plants); Partner, Smith Batchelder & Rugg CPAs’  , MBA Tuck School of Business at Dartmouth College: Former CPA, CFP, RIA

Gabriel Martinez, Entrepreneurial Executive Consultant

Dan Nash, Professional engineer

Steve Usle, Vice President Marking, Prudent Living Inc.

HOW TO CONTACT US

 

Should you have other questions or concerns about these privacy policies, please call us at 802-223-1448 or email us at VCF@VCF.org.

 

VCF NOTE SUBSCRIPTION AGREEMENT AND INSTRUCTIONS

I understand that my investment will support investments in emergency and very low-income housing and other socially motivated activities and facilities.

I have satisfied myself with respect to information regarding VCF and wish to support its efforts

I understand that my subscription upon deposit of my subscription payment and countersignature by VCF will then constitute a note. I further understand and consent to the use of electronic signatures with respect to my subscription and account.

I understand and accept that any interpretations or clarifications to the Offering Circular or subscription and note will run to the benefit of the Fund.

Make checks payable and return to: Valley Community   Fund Inc. 60 Hanover Street Lebanon NH 03766. Please contact us for wiring instructions. All investments are set up for applicable interest payment and maturity dates on the 15th of the appropriate month/year.

You select the fixed term and rate, and how you’d like us to handle your interest. At maturity, you’ll have the option of renewing at then current rates/terms, or repayment.

Options include:

INTEREST RATE- Select one-For example: Seven year term have four choices –

.50%        .50%      .50%       .50%      
1.00%      1.00%     1.00%      1.00%     
  1.50%     1.50%      1.50%     
    2.00%      2.00%     
      3.00% (a)  

Interest compounds semiannually

Please note that the following actions collectively constitute your offer to purchase a social note

  1. Please copy the subscription agreement into you word processor
  2. The copied document can be completed within your word processor
  3. Complete the required information, especially type your signature.
  4. Save the completed document into your files
  5. Sending a completed subscription agreement to VCF by email or letter
  6. Sending proceeds of your subscription. For example, by credit card, check or bank transfer

Please Complete this Subscription Agreement

Note that completing this subscription and sending it to VCF along with providing funds to VCF constitutes an offer to purchase a Social Note

This agreement upon countersignature by the Fund will be a loan agreement

Name(s): ______________________________________________________________________

______________________________________________________________________

Social Security or Tax ID #:_______________________________________________________

Mailing Address: Street or PO_____________________________________________________

City__________________________________________________________________________

State:_____________________Zip:_________________Phone: __________________________

Email: ________________________________________________________________________

Select your desired amount, term and interest rate from the tables on a prior page

AMOUNT:                 Minimum $1,000                                              _____________________

TERM;                        Minimum 3 years                                             _____________________

INTEREST RATE:     5%, 1.00%, 1.50%, 2.00% or 3.00%                  _____________________

 INTEREST PAYMENT OPTIONS

 Donate       Reinvest    Pay at maturity      Annual check/electronic payment

 Semi-annual check/electronic payment (Only if more than $50)

I wish to pay by:    Check enclosed

This agreement upon countersignature by the Fund will be a loan agreement

I have satisfied myself with respect to the information, risks and terms of this investment and understand and consent to the terms thereof.

Name(s)-Print_________________________________________________________________

_________________________________________________________________

ACCEPTANCE: The above subscription has been accepted by VCF and constitutes an unsecured note with the term, interest rate, and interest payment terms as of: ______________

VALLEY COMMUNITY   FUND INC.

BY: ____________________________________

SIGNATURE(s): Paul P Tierney

___________________________________________ Date: _____________