XIV-I, INC.

The Company is entirely dependent on Monica Poole as the single decision-maker. She is not required to devote full-time to the Company, and the Manager and key personnel have limited prior experience operating a blind-pool real estate investment fund.

“The Manager and its key personnel have limited experience in conducting the business of a blind-pool real estate investment fund, such as that of the Company.”

Monica Poole solely controls the Manager, the Sponsor (Class B holder receiving 15% of distributions), and the affiliated real estate brokerage (MCE POOLE, INC.) that may be engaged for property acquisitions and dispositions at market-rate commissions. The Operating Agreement expressly waives fiduciary duties owed by the Manager to the Company and its members.

“Monica Poole is the beneficial owner of the Company's Class B Membership Interests, as well as the Manager of the Company's Manager. Because of this relationship, the Manager and Affiliates may experience conflicts of interest while engaged in the management and operations of the Company's business. The Operating Agreement specifically waives any fiduciary duties the Manager may have to the Company or the members; however, the Operating Agreement imposes a duty upon the Manager to deal fairly and in good faith to the Company.”