A total of 50,000 common shares (the "Shares") of New Urban Trust Company (the "Company") are being offered. The subscription will end on December 31st, 2008 or at the discretion of the Trustees. Except as provided herein, subscriptions are irrevocable and cannote be withdrawn by subscribers after acceptance of their subscription by the Company. See "The Offering-Plan of Distribution."

Notifications

No public market exists for any of the Company's securities and no public market is expected to develop following the Offering. The Offering has not been registered under the Securities Act or any state securities laws and is being conducted in reliance upon exemptions from the registration requirements of these laws. The Shares will be subject to restrictions on transferability and may not be resold or otherwise transferred without registration or exemptions from registration under the Securities Act and applicable state securities laws.

AN INVESTMENT IN THE SHARES OF NEW URBAN TRUST COMPANY IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. SEE “Risk Factors” FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER BEFORE INVESTING IN SHARES OF THE COMPANY. YOU MUST BE PREPARED TO BEAR THE RISK OF YOUR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND BE ABLE TO WITHSTAND A TOTAL LOSS OF YOUR INVESTMENT.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.