# EXHIBIT 3.03

# CERTIFICATE OF
INCORPORATION 
OF 
NTS REALTY CAPITAL, INC.

I.   
          The name of the Corporation is NTS REALTY CAPITAL, INC.

II.   
          The address of its registered office in the State of Delaware is 9 East
          Loockerman, in the City of Dover, 19901, County of Kent. The name of its
          registered agent at such address is National Registered Agents, Inc.

III.   
          The nature of the business or purposes to be conducted or promoted is to engage
          in any lawful act or activity for which corporations may be organized under the
          General Corporation Law of the State of Delaware.

IV.   
          The total number of shares of stock which the Corporation shall have authority
          to issue are:

1,000 Common Stock, par value $.00001 per share.

V.   
          The Corporation is to have perpetual existence.

VI.   
          In furtherance and not in limitation of the powers conferred by statute, the
          Board of Directors is expressly authorized to make, alter or repeal the bylaws
          of the Corporation, subject to any specific limitation provided by any bylaws
          adopted by the stockholders.

VII.   
          Meetings of stockholders may be held within or outside of the State of Delaware,
          as the by-laws may provide. The books of the Corporation may be kept (subject to
          any provision contained in the bylaws) outside the State of Delaware at such
          place or places as may be designated from time to time by the Board of Directors
          or in the bylaws of the Corporation. Elections of directors need not be by
          written ballot unless the bylaws of the Corporation shall so provide.

VIII.   
          A director of the Corporation shall not be personally liable to the Corporation
          or its stockholders for monetary damages for breach of fiduciary duty as a
          director, except for liability (i) for any breach of the directors duty of
          loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
          in good faith or which involve intentional misconduct or a knowing violation of
          law, (iii) under Section 174 of the General Corporation Law of the State of
          Delaware, or (iv) for any transaction from which the director derived an
          improper personal benefit. If the General Corporation Law of the State of
          Delaware, or any other applicable law, is amended to authorize corporation
          action further eliminating or limiting the personal liability of directors, then
          the liability of a director of the Corporation shall be eliminated or limited to
          the fullest extent permitted by the General Corporation Law of the State of
          Delaware, or any other applicable law, as so amended. Any repeal or modification
          of this Article VIII by the stockholders of the Corporation shall not
          adversely affect any right or protection of a director of the Corporation
          existing at the time of such repeal or modification.

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Certificate of Incorporation 
of NTS REALTY CAPITAL, INC. 
Page 2

IX.   
          The Corporation shall indemnify, to the full extent that it shall have power
          under applicable law to do so and in a manner permitted by such law, any person
          made or threatened to be made a party to any threatened, pending or completed
          action, suit or proceeding, whether civil, criminal, administrative or
          investigative, by reason of the fact that such person is or was a director or
          officer of the Corporation against liabilities and expenses reasonably incurred
          or paid by such person in connection with such action, suit or proceeding. The
          Corporation may indemnify, to the full extent that it shall have power under
          applicable law to do so and in a manner permitted by such law, any person made
          or threatened to be made a party to any threatened, pending or completed action,
          suit or proceeding, whether civil, criminal, administrative or investigative, by
          reason of the fact that such person is or was an employee or agent of the
          Corporation, or is or was serving at the request of the Corporation as a
          director, officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against liabilities and expenses reasonably
          incurred or paid by such person in connection with such action, suit or
          proceeding. The words liabilities and expenses shall
          include, without limitation: liabilities, losses, damages, judgments, fines,
          penalties, amounts paid in settlement, expenses, attorneys fees and costs.
          The indemnification provided by or granted pursuant to this Article IX
          shall not be deemed exclusive of any other rights to which any person
          indemnified or being advanced expenses may be entitled under any statute, bylaw,
          agreement, vote of stockholders or disinterested directors or otherwise, both as
          to action in such persons official capacity and as to action in another
          capacity while holding such office, and shall continue as to a person who has
          ceased to be a director, officer, employee or agent and shall inure to the
          benefit of the heirs, executors and administrators of such person.

The
Corporation may purchase and maintain insurance on behalf of any person referred to in the
preceding paragraph against any liability asserted against and incurred by such person in
any such capacity, or arising out of such persons status as such, whether or not the
Corporation would have the power to indemnify such person against such liability under the
provisions of this Article IX or otherwise.

For
purposes of this Article IX, references to the Corporation shall
include, in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or was serving at the request
of such constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand in the
same position under the provisions of this Article IX with respect to the resulting
or surviving corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

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Certificate of Incorporation 
of NTS REALTY CAPITAL, INC. 
Page 3

The
provisions of this Article IX shall be deemed to be a contract between the
Corporation and each director or officer who serves in any such capacity at any time while
this Article IX and the relevant provisions of the General Corporation Law of the
State of Delaware or other applicable law, if any, are in effect, and any repeal or
modification of such law or of this Article IX shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore existing
or any action, suit or proceeding theretofore or thereafter brought or threatened based in
whole or in part upon any such state of facts.

For
purposes of this Article IX, references to other enterprises shall
include employee benefit plans; references to fines shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and references to
serving at the request of the Corporation shall include any service as a
director, officer, employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to have acted
in a manner not opposed to the best interests of the Corporation.

X.   
          Whenever a compromise or arrangement is proposed between the Corporation and its
          creditors or any class of them and/or between the Corporation and its
          stockholders or any class of them, any court of equitable jurisdiction within
          the State of Delaware may, on the application in a summary way of the
          Corporation or of any creditor or stockholder thereof or on the application of
          any receiver or receivers appointed for the Corporation under the provisions of
          Section 291 of the General Corporation Law of the State of Delaware or on the
          application of trustees in dissolution or of any receiver or receivers appointed
          for the Corporation under the provisions of Section 279 of the General
          Corporation Law of the State of Delaware, order a meeting of the creditors or
          class of creditors, and/or of the stockholders of the Corporation, as the case
          may be, to be summoned in such manner as the said court directs. If a majority
          in number representing three-fourths (3/4) in value of the creditors or class of
          creditors, and/or of the stockholders or class of stockholders of the
          Corporation, as the case may be, agree to any compromise or arrangement and to
          any reorganization of the Corporation as a consequence of such compromise or
          arrangement, the said compromise or arrangement and the said reorganization
          shall, if sanctioned by the court to which the said application has been made,
          be binding on all the creditors or class of creditors, and/or on all
          stockholders or class of stockholders, of the Corporation, as the case may be,
          and also on the Corporation.

XI.   
          The Corporation hereby expressly elects not to be governed by Section 203 of the
          General Corporation Law of the State of Delaware.

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Certificate of Incorporation 
of NTS REALTY CAPITAL, INC. 
Page 4

XII.   
          The Corporation reserves the right to amend, alter, change or repeal any
          provision contained in this Certificate of Incorporation, in the manner now or
          hereafter prescribed by law, and all rights conferred upon the stockholders
          herein are granted subject to this reservation.

XIII.   
          The name and address of incorporator is as follows:

| | Julie Spencer | 444 N. Michigan Ave., Suite 2500
                                                                                Chicago, Illinois 60611
| | ------------- | ----------------------------------------------------------------------------------------------------------------------------------------

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Certificate of Incorporation 
of NTS REALTY CAPITAL, INC. 
Page 5

IN
WITNESS WHEREOF,the undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, makes this Certificate of Incorporation, hereby declaring and certifying that
the facts herein stated are true, and accordingly, has hereunto set his hand this 8th day
of December, 2003.

| |  | /s/ Julie Spencer

Julie Spencer, Incorporator
| |  | ---------------------------------------------------------------------