$155,000,000*
Aurora Military Housing III, LLC
Military Housing Revenue Bonds, Series 2011A
(Joint Base Elmendorf-Richardson Housing Privatization Project)

Notice to Prospective Investors

An electronic form of the Preliminary Private Offering Memorandum, dated June 15, 2011, relating to the above-referenced bonds (the “Bonds”) has been prepared.  This electronic version was created in Adobe Portable Document Format (PDF) using Adobe Acrobat.  You will need Adobe Acrobat Reader software to accurately read and print it.  If you do not have the current version of Adobe Acrobat Reader, you may obtain it free of charge from the Adobe web site at www.adobe.com.  Using software other than the current version of Adobe Acrobat Reader may cause the electronic versions that you view or print to differ from the form of the Preliminary Private Offering Memorandum on file with Aurora Military Housing III, LLC (the “Issuer”), which is the only definitive form.  You assume the risk of any such discrepancies if your printed version differs from the electronic form of the Preliminary Private Offering Memorandum posted by the Issuer as well as any discrepancies related to communication, transmission or other printing problems.  If you need help downloading the Preliminary Private Offering Memorandum, please contact Elabra at (415) 289-5000 or toll free at (888) 935-2272 or e-mail service@elabra.com.

Potential investors are advised to read the entire Preliminary Private Offering Memorandum to obtain information essential to making an informed investment decision.  Investment decisions should only be based upon the Preliminary Private Offering Memorandum, whether in printed form or downloaded using the current Adobe Reader.

The Preliminary Private Offering Memorandum and the information contained therein are subject to completion or amendment without notice.  The electronic posting of the Preliminary Private Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities described in the Preliminary Private Offering Memorandum, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.  No offer of the Bonds is made hereby in any jurisdiction in which such offer could not be lawfully made.

The Issuer does not expect to update the Preliminary Private Offering Memorandum after the dated date thereof, except as it may be amended and finalized by a final Private Offering Memorandum, and the Preliminary Private Offering Memorandum speaks only as of its date and may cease to be accurate thereafter.  The Issuer may remove the form of the Preliminary Private Offering Memorandum from this website at any time.

Offers to purchase the Bonds may only be made by the initial purchaser, Merrill Lynch, Pierce, Fenner & Smith Incorporated.  By clicking on the hyperlink at the bottom of this page and accessing the Preliminary Private Offering Memorandum, you will be deemed to have acknowledged and agreed as follows: (i) you understand and agree to the provisions of this page, (ii) you consent to receive the Preliminary Private Offering Memorandum in electronic form, (iii) a record may be maintained of your electronic access to the Preliminary Private Offering Memorandum and of this Notice and Disclaimer, (iv) you agree not to print the Preliminary Private Offering Memorandum except in its entirety, (v) you will not forward the Preliminary Private Offering Memorandum to anyone without including the information contained in this Notice and Disclaimer, (vi) you are willing and able to conduct an independent examination and full review of, and to familiarize yourself with, the securities described or referenced herein in order to make an independent determination of the suitability, risk and consequences of an investment in such securities, and (vii) you are a "qualified institutional buyer" within the meaning of Rule 144A promulgated under the Securities Act of 1933, as amended, and also a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended.     

View Preliminary Private Offering Memorandum

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* Preliminary; subject to change.

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