Xebec Asset Management LLC

Item 5 “Fees and Compensation—Conflicting Activities of the Sponsors Generally.”

         Relationship with Whitman Peterson. Certain Xebec affiliates participate in a joint venture
relationship with affiliates of Whitman Peterson. Whitman Peterson is a separate real estate
private equity firm that invests in and actively manages opportunistic real estate investments on
behalf of institutional investors. Pursuant to this joint venture, Whitman Peterson affiliates
participate with Xebec affiliates in various Development Asset deals, which may impact the
activities of certain Funds that pursue Development Assets. Whitman Peterson affiliates have
extensive approval, control and veto rights in connection with Development Assets in which
Whitman Peterson affiliates participate. Whitman Peterson affiliates also have a multi-faceted
relationship with Xebec affiliates, including as an investor in Xebec and a co-investor in other
Xebec Sponsored Ventures, which may create certain conflicts of interest with the interests of
Whitman Peterson affiliates in development ventures with Funds. Whitman Peterson affiliates
may have different goals and may not be aligned with Xebec or the Funds in all respects; and
Whitman Peterson affiliates do not have any obligation to exercise their approval, control or veto
rights in the best interests of any Fund. In addition, Xebec may have incentives to make certain
investment decisions in a manner that is more favorable to Whitman Peterson, or in a manner
that favors certain Funds in which Whitman Peterson affiliates participate, in order to preserve
that relationship.

        Relationship with Institutional Capital Partners. Certain Xebec and SLR affiliates
participate in a joint venture relationship with Institutional Capital Partners, such as Oaktree
Capital Management and Bentall GreenOak. Such institutional capital partners are separate real
estate investment management firms that invest in and actively manage real estate investments
on behalf of institutional investors. Pursuant to their respective joint venture arrangements, each
institutional joint venture partners participates with Xebec and/or SLR affiliates in various
Development Asset deals and Stabilized Assets deals, which may impact the activities of Funds
that pursue Development Assets and/or Stabilized Assets. These institutional capital partners
have extensive approval, control and veto rights in connection with Development Assets and
Stabilized Assets in which they participate. The participation by an institutional capital partner in
both Development Assets and Stabilized Assets also creates certain potential conflicts of interest
in respect of the purchase and sale of Development Assets and/or Stabilized Assets across Funds.
Each institutional capital partner may have different goals and may not be aligned with Xebec,
SLR, or the Funds in all respects; and the institutional capital partner does not have any obligation
to exercise its approval, control or veto rights in the best interests of any Fund. In addition, the
Sponsors may have incentives to make certain investment decisions in a manner that is more
favorable to the institutional capital partner, or in a manner that favors certain Funds in which
the institutional capital partner may participate, in order to preserve that relationship. While the
Sponsors may view these institutional capital relationships as being an overall benefit to the
Funds, in connection with these relationships, certain Funds assume managerial liabilities that
could result in significant risk and costs to such Funds.

      Service Providers. See the discussion above in Item 5 “Fees and Compensation—
Arrangements with Third-Party Service Providers to the Sponsors.”

        Use of Placement Agents. The Funds or the Advisers may engage placement agents in
respect of the offering of interests in any Fund to certain prospective investors. Any placement
agent acts for the Fund or the Adviser and not as an investment adviser to prospective investors
in connection with the offering of interests in the applicable Fund. In making an investment
decision, prospective investors should be aware that a placement agent would generally be paid
a placement fee based upon the amount of capital committed to a Fund by investors that the
placement agent introduces to such Fund. Any placement agent fees and expenses will generally
be borne by the Fund. In the event any placement agent is engaged in respect of a Fund,
prospective investors should also note that at various times the placement agent may act as
placement agent for other investment vehicles and their sponsors, including investment vehicles
and their sponsors that are not Sponsored Ventures that may offer interests that are similar to
the interests being sold in the applicable Fund. Any unaffiliated investment vehicles and their
sponsors may pay placement fees on terms different from the fees placement agents may receive
from the applicable Fund, and the differences in fees may influence a placement agent’s decision
to introduce prospective investors to such Fund. A placement agent may also seek to do business
with affiliates of, or earn fees or commissions (such as in connection with financing or investment
banking services, lending or arranging credit, or other transactions) from investments in, one or
more Funds, the Sponsors or other Sponsored Ventures. Accordingly, prospective investors
should recognize that each placement agent’s participation as a placement agent for interests in
any Fund may be influenced by its interest in such current or future fees and commissions.
Prospective investors should also be aware that affiliates or employees of a placement agent
could invest in a Fund on their own behalf and/or on behalf of their clients. Prospective investors
must independently evaluate the offering and make their own investment decisions. Each
...

ITEM 7         TYPES OF CLIENTS
        Our clients are the Funds. Investment advice is provided directly to the Funds and not
individually to investors in such Funds. The Funds may include investment partnerships or other
pooled investment vehicles formed under domestic or foreign laws and operated as exempt
investment pools under the Investment Company Act of 1940, as amended. Fund investors may
include, but are not limited to, high net-worth individuals (domestic or foreign), family offices,
banks or thrift institutions, sovereign wealth funds, pension and profit-sharing plans, trusts,
estates, endowments, foundations, charitable organizations or other corporations or business
entities and also may include, directly or indirectly, past or current service providers, and
principals or other employees of the Advisers.

        Typically, the Funds require minimum investment amounts ranging from $100,000 to
$1,000,000, but the minimum investment amounts have been, and in the future may be, reduced
at the discretion of the Adviser, subject to applicable legal requirements.

         Fund interests are offered and sold generally to investors that are (i) “accredited
investors” as defined under Regulation D of the Securities Act of 1933, as amended, (ii) “qualified
clients” as defined under the Advisers Act or other “knowledgeable employees” of the Advisers,
and (iii) in the case of certain Funds, “qualified purchasers” as defined in Section 2(a)(51)(A) of
the Investment Company Act.