1. 2014 ACREL Annual Meeting PRIVATE EQUITY FUND FORMATION Moderated by: Dean Pappas, Goodwin Procter LLP Featuring: Robert Insolia, Goodwin Procter LLP Diana Liu - Artemis Real Estate Partners Richard Rudman, DLA Piper October 17, 2014

2. 2 Fund vs. Joint Venture  Why would a real estate investment manager form a fund versus a programmatic joint venture or series of separate joint ventures?

3. 3 Pre Formation  What are the key attributes you need when embarking on the journey of forming a fund?

4. 4 Risk Profile  What are the differences between core, value-add and opportunity funds?

5. 5 Structuring  What are the principal issues that drive the structure of a fund? 5

6. 6 Open vs. Closed-end Funds  Why would a sponsor want to form an open-end versus a closed-end fund?

7. 7 New Sponsor  How should a first-time investment manager or sponsor go about forming a fund – start with a small fund?

8. 8 Raising Capital  Is there anything a sponsor can do structurally if it is struggling to raise capital for a fund (possibly due to a choppy track record)?

9. 9 Fund Leverage  What are the typical leverage restrictions for a fund?  How do funds deal with recourse liabilities and financial covenants?

10. 10 Legal/Accounting Issues  What peculiar legal and accounting issues does a fund sponsor face and how do you deal with those issues? Legal Issues Accounting Issues

11. 11 “Baby-REITs”  What is a “baby-REIT”?  Does this refer to a recently formed REIT or something else?

12. 12 End of the Road  What issues does an investment manager face at the end of a fund’s term and how can those issues be resolved?