Jamestown

Other Jamestown-sponsored funds have the contractual first right to any investment opportunity identified by Jamestown. Jamestown Invest 1 will only receive opportunities that other funds have chosen not to pursue, which may reduce the quality of available investments.

“Other funds sponsored by our sponsor will have the first right to invest in any investment opportunities. We will invest in opportunities that other funds sponsored by Jamestown ('Other Funds') have chosen not to pursue. We expect that our focus on smaller investments located in our target geographies will reduce potential conflicts with the Other Funds given their historical investment activity. See 'Conflicts of Interest.' The Other Funds, however, will have the right to investment opportunities above us that could impact the quality of our investments and result in a negative impact on our financial returns.”

All fees paid to the Manager and affiliates were not determined through arm's-length negotiations. The Participation Allocation may create an incentive for the Manager to make riskier or more speculative investments or to time dispositions for its own benefit rather than investors' benefit.

“The Fund Administration Fee and Asset Management Fees paid to our Manager are based on our NAV, which is calculated by our sponsor's internal team. Furthermore, we may not engage an independent appraiser in valuing our real estate assets. Our Manager may benefit by us retaining ownership of our assets at times when our shareholders may be better served by the sale or disposition of our assets in order to avoid a reduction in our NAV. Conflicts of interest may arise in the internal valuation of Fund assets. The existence of the Participation Allocation may create an incentive for the Manager to make riskier or more speculative investments on behalf of us than would be the case in the absence of such arrangements or may influence the Manager's decision-making with respect to the timing of dispositions.”

The Manager explicitly maintains only a contractual (not fiduciary) relationship with the fund and shareholders, limiting shareholder recourse for actions that might otherwise constitute breaches of duty. Shareholders have agreed to limit liability and indemnify the Manager.

“Our Manager maintains a contractual, as opposed to a fiduciary, relationship with us and our shareholders. Accordingly, we and our shareholders will only have recourse and be able to seek remedies against our Manager to the extent it breaches its obligations pursuant to our operating agreement. Furthermore, we have agreed to limit the liability of our Manager and to indemnify our Manager against certain liabilities. These provisions are detrimental to shareholders because they restrict the remedies available to them for actions that without those limitations might constitute breaches of duty, including fiduciary duties.”