Investment Risks

This offering is speculative and involves substantial risks. In addition to the general risks of investing in a private real estate offering, which include illiquidity, lack of diversification, complete loss of capital, default risk, and the risk that the Fund’s investments may not achieve their objectives, some of the more significant risks associated with this investment include the following:

Investment Selection

The success of the Fund’s investment strategy will depend on the management, skill, and acumen of not only the Fund’s GP, but also the Sponsors’ management of the various opportunities in which the Fund invests. Investors will have no opportunity to select or evaluate in advance any of the Fund’s investments or strategies.

Limited Control Over Sponsors

The Fund itself will have limited control over and insight into the activities of the Sponsors with which it invests. The Sponsors may make poor investment decisions, actively defraud the Fund and other investors, charge fees that reduce the benefits of a particular investment, and take any number of other actions that could damage the value of the Fund’s investments. The Fund’s ability to accurately evaluate and monitor Sponsors’ activities is necessarily limited by the nature of investing in deals and funds managed by others. The Fund may also have a limited ability to redeem or otherwise recover its investments, resulting in a loss of some or all of the Fund’s investments.

Determination of Unit Prices for the Fund and the Target Funds

The purchase price of the Units issued by the Fund and the price of equity interests issued by the Target Funds into which the Fund may invest have been determined primarily by the capital needs of the Fund or the Target Funds, and may bear no relationship to any established criteria of value such as book value or earnings per Unit or any combination thereof. Further, the Unit Prices are not necessarily based on past earnings nor do they necessarily reflect current market value for the assets proposed to be acquired. The Unit Prices have not been determined at arm’s length and no valuation or appraisal of the potential business has been prepared. In addition, as a result of the subscription process described elsewhere in the PPM, the actual Unit Price an Investor will pay for each Unit will usually not be known at the time the Investor commits to make an investment. Thus, each Investor will be committing to make an investment in an asset, the price of which is unknown at the time of the commitment to make such a purchase, and the actual price paid for Units may be higher than the Investor anticipates.

Availability of and Ability to Acquire Suitable Investments

While the GP believes that many attractive investments of the type in which the Fund may invest are currently available and can be identified, there can be no assurance that such investments will continue to be available, or that available investments will meet the Fund’s investment criteria. Furthermore, the Fund may be unable to find a sufficient number of attractive investment opportunities to meet its investment objectives.

This description of risks is not intended to be comprehensive. Please consider the more complete description of risks outlined in the Fund’s formal offering documents, including the Private Placement Memorandum, before investing.