Legal & Important Disclosures
Investment Opportunities: Important Disclosures
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1. AUM: Represents current gross market value of all unrealized and partially realized investments and fee developments, plus uncalled capital across Tishman Speyer funds, co-investments, separate accounts, and joint ventures as well as assets for which Tishman Speyer provides property level management services ($52.4b of owned assets, $17.7b of managed and fee development assets). Includes investments made during the first quarter of 2026.
2. SF Under Management: Includes square footage of all investments currently owned and/or managed by Tishman Speyer; excludes gross square footage from land sites that have not yet commenced development as of December 31, 2025. Includes investments made during the first quarter of 2026.
3. Global Markets: Count includes all investments and fee developments (realized and unrealized) since inception as well as assets for which Tishman Speyer currently provides property level management services. Includes investments made during the first quarter of 2026.
Tishman Speyer Core Plus Partners
1. NAV and GAV: Portfolio Values of Q2 2026
2. Target Gross IRR: Target returns have been prepared based on assumptions as to revenues, asset and fund-level expenses, cash flow, asset management fees, carried interest, occupancy, and related items. Targets shown are hypothetical and not guaranteed. Projections are inherently uncertain and depend upon, among other things, the reliability of the underlying assumptions, stable market conditions, and the probability of the occurrence of a complex series of future events. No representation or warranty is made regarding their accuracy, and additional information on risks and limitations is available upon request.
3. Target Net IRR: Net IRR based on standard investor terms after fees and expenses and does not reflect any potential discounts based on timing or size of commitment.
4. Investment Thesis: There can be no assurances that the proposed strategy will be achieved.
5. The Strategy: Strategy is based on internal research and subject to change; no assurance of outcome is implied. All strategies carry risks, including market volatility, asset and liquidity risk, and macroeconomic factors.
6. Current Portfolio: Portfolio Values are as of Q2 2026 excluding the trailing 1 year performance vs benchmark which is as of Q1 2026 since NCREIF has not released their ODCE index Q2 2026 results. This will be updated once the ODCE benchmark results are released. Past performance and track record are not indicative of future results.
7. Leverage and Target Fund Level Leverage: Maximum fund leverage of 60%. Fund leverage is based on the portfolio composition and NAV as of Q2 2026 and is subject to change.
8. Fund vs. ODCE Benchmark: Levered fund total returns as of Q1 2026. The Q2 2026 returns will be updated once NCREIF releases their ODCE index Q2 2026 results.
9. Rack Rate AM Fee on NAV: Reflects standard investor terms. Discounts available for ticket sizes larger than $100M.
10. Rack Rate AM Fee on NAV; Lock Up Period; Promote / IRR Hurdle: Fees and expenses outlined herein are subject to the terms of the governing fund documents. Investors should carefully review such documents to understand the risks and costs associated with this investment. An investment in the Fund carries risk, including the potential for loss of principal.
Important Disclosures
No Offer to Accept Investments
This presentation is confidential and intended solely for institutional investors to whom it has been personally delivered by Tishman Speyer or its affiliates. It does not constitute an offer to sell or a solicitation of an offer to buy or subscribe to any securities in any jurisdiction. Any offer will be made only through official offering documents and only in jurisdictions where such an offer is lawful. All subscription documents must be signed and submitted, and all investor funds must be transmitted, from outside the investor’s country of residence. This presentation may not be reproduced, distributed, or used in any country where such use would be contrary to law or regulation.
No Reliance
Potential investors should not base investment decisions solely on this presentation. The information set out in this presentation may change materially due to updating, completion, revision, verification and amendment. Other than as set forth in this presentation, no person has been authorized by Tishman Speyer to give any information or to make any statement or representation concerning the Fund. This presentation does not constitute a recommendation by Tishman Speyer or any of its affiliates that the Fund is a suitable investment for any recipient of this presentation. Statements regarding metrics, sustainability practices, target returns, or operational efficiencies are for illustrative purposes only and are subject to change. In the event of any discrepancies between this presentation and the governing documents of the fund, the terms outlined in the fund’s governing documents shall prevail. Prospective investors are advised to refer to the fund's governing documents for full details and should consult their legal and financial advisors before making any investment decisions.
Basis for Any Investment in Tishman Speyer
Any investment in the Fund will be accepted solely on the basis of the Memorandum and the relevant Limited Partnership Agreements and Subscription Agreement. Consequently, potential investors should not rely on this presentation, in whole or in part, in deciding whether or not to invest in the Fund (when offered). Any statements made in this presentation are subject to and qualified in their entirety by the terms of the Memorandum, the Limited Partnership Agreements and Subscription Agreement and, in the event of a conflict between this presentation and such terms, the terms contained in the Memorandum, the Limited Partnership Agreements and Subscription Agreement shall control. Potential investors should read carefully the Memorandum, Limited Partnership Agreements and Subscription Agreement prior to making a decision to invest in the Fund. The information contained in this presentation is provided as of May 2026, unless otherwise noted, and the delivery of this presentation at any time to any person shall not under any circumstances create an implication that such statements are correct as of any time subsequent to such date or create any obligation to update this presentation.
Confidentiality
This presentation is confidential. Tishman Speyer provides this presentation to eligible investors on the basis that by accepting delivery of this presentation each recipient undertakes not to reproduce, distribute or disclose in whole or in part any of its contents (except to its professional advisors), without the prior written consent of Tishman Speyer, who the recipient agrees has the benefit of this undertaking. The recipient and its professional advisors will keep permanently confidential information contained herein and not already in the public domain. By accepting this presentation, the recipient also agrees to return it promptly upon request. Any references to proprietary methodologies or benchmarks for evaluating investments are subject to confidentiality obligations. Notwithstanding anything herein to the contrary, each recipient of this presentation, and each employee, representative or other agent of such recipient may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient by Tishman Speyer.
Eligible Investors
Investments in the Fund may be made only by “Eligible Investors”. To be an Eligible Investor requires an investor, among other things, to be aware of, to accept and to be able to bear the risks attaching to an investment in the Fund. Investors must also make certain representations regarding their status as “accredited investors” for purposes of the U.S. Securities Act of 1933 and “qualified purchasers” for purposes of the U.S. Investment Company Act of 1940.
Forward Looking Statements
This presentation contains certain forward-looking statements based on current expectations, estimates and projections about the industry and markets in which the Fund will operate, and Tishman Speyer’s beliefs and assumptions. Forward-looking statements can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “target”, “estimate”, “intend”, “continue” or “believe” (or the negatives thereof) or other variations thereof. These statements involve certain risks, uncertainties and assumptions which are difficult to predict. Consequently, such statements cannot be guarantees of future performance, and actual outcomes and returns may differ materially from statements, goals, targets, objectives and other forward-looking statements set forth herein. Real estate values are affected by a number of factors, including changes in the general economic climate, inflationary trends, competition and the supply of and demand for property investments in the target markets, interest rate levels, the availability of financing, potential environmental liability and other risks associated with the ownership, development and acquisition of property, including risks that tenants will not take or remain in occupancy or pay rent, changes in the legal or regulatory environment, or that construction or management costs may be greater than anticipated.
Sustainability Risks
The Fund’s Manager intends to integrate sustainability risks as part of its investment decision-making process for the Fund. If appropriate for an investment, the Fund’s Manager may conduct sustainability risk-related due diligence and/or take steps to mitigate sustainability risks and preserve the value of the investment. Sustainability certifications and metrics referenced in this presentation are based on current benchmarks and may evolve as regulatory or market conditions change. Further information on the manner in which sustainability risks are integrated into investment decisions, including any relevant policies, is available at: https://www.tishmanspeyer.com/stories/sustainable-by-design
Use of Artificial Intelligence
Tishman Speyer uses artificial intelligence (“AI”) tools, including AI applications that integrate with third-party software platforms, to support the preparation and review of certain materials. AI-generated content may have errors or omissions and contain information that is incomplete or lacking full context. However, AI is used to augment, not replace, the judgment of our professionals, and all investment decisions, client advice and portfolio management activities remain subject to review by qualified professionals.
Past Performance and Projections
The information set out in this presentation has been prepared by Tishman Speyer based upon assumptions and research that Tishman Speyer believes reasonable and appropriate. Past performance of Tishman Speyer is not indicative nor a guarantee of the Fund’s results and no assurance can be made that profits will be achieved or that substantial losses will not be incurred. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Tishman Speyer. The information in this presentation is based upon management forecasts and reflects prevailing conditions and our views as of this date, all of which are subject to change. In preparing this presentation, Tishman Speyer has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to Tishman Speyer or which was otherwise reviewed by Tishman Speyer. Future performance is subject to taxation which depends on the personal situation of each investor and which may change in the future.
The Fund represents a speculative investment and involves a high degree of risk. An investor could lose all or a substantial portion of its investment. No secondary market for interests in the Fund is expected to develop and there are restrictions on an investor’s ability to transfer interests in the Fund. An investment in Tishman Speyer is not transferable and does not provide any liquidity. The Fund’s portfolio may be concentrated in a limited number of investments. Concentration increases the risk of loss to the Fund. The Fund intends to employ leverage. The effect of the use of leverage by the Fund in a market that moves adversely to its investments could result in substantial losses to the Fund, which would be greater than if the Fund were not levered.
The distribution of the information contained herein in certain jurisdictions may be restricted and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Performance Calculations and Methodologies
When applicable and unless otherwise noted, returns are calculated in the base currency of the investing vehicle for each investment. Historical cash flows are converted using historical exchange rates and projected cash flows are converted using corresponding forward exchange rates as of December 31, 2025.
When applicable and unless otherwise noted, the returns shown reflect total asset cash flow including fund cash flows, TSCE cash flows, and co-investor cashflows, where applicable. Actual returns that a fund investor or co-investment investor would earn would be reduced by fund and JV level fees and expenses and promotes, where applicable. Please see the Tishman Speyer fund-level track record for gross and net returns which is available upon request. Realized and unrealized IRRs are derived by annualizing the computed Internal Rate of Return (IRR) of quarterly asset-level cash flows. In the case of unrealized investments, the projected IRR represents an average annual compounded internal rate of return, on a levered basis, based on actual cash flows through December 31, 2025 and projected cash flows through the expected life of such investments. The actual returns for unrealized investments will depend on, among other factors, the future performance of the underlying real estate assets, the value of the assets and market conditions at the time of disposition, any related transaction costs, the availability and cost of financing, the timing and manner of sale, all of which may differ from the assumptions on which the projections for unrealized investments contained herein are based. Past performance is not indicative of future results.
Placement Agents
Tishman Speyer may engage placement agents for the Fund and may in the future engage one or more additional placement agents to assist in the placement of the Interests to certain of such placement agents’ clients. The placement agents and their sub-agents, as applicable, will generally be entitled to charge placement fees to the Fund in respect of such clients in amounts based on the size of a client’s investment in the Fund, and may also receive a flat fee retainer and/or a recurring fee for investor relation services. The prospect of receiving, or the receipt of, such compensation as described in the preceding sentence by a placement agent or sub-agent may provide such placement agent or sub-agent with an incentive to favor sales of the Interests over sales of interests of funds with respect to which such placement agent or sub-agent receives lower levels of such compensation, and creates a conflict of interest by incentivizing the placement agent or sub-agent to attract investors when it may not be in the investors’ best interest to subscribe for the Interests. The placement agent and sub-agents, as applicable, may also seek to do business with and earn fees or commissions from affiliates of the General Partner, the Fund or its portfolio investments, as well as other third-party fund sponsors that may have similar or different investment objectives as the Fund. Prospective investors should recognize that a placement agent’s participation as a placement agent in respect of the Interests may be influenced by its interest in such current or future fees and commissions. Additionally, in connection with negotiating engagement letters with any placement agents, Tishman Speyer may agree to broad rights of indemnification and limitations of liability in favor of certain placement agents, which indemnification obligations will ultimately be borne by the Fund. Such indemnification obligations are not subject to offset against the Management Fees and therefore will be borne by the Limited Partners.
Tishman Speyer European Core Plus Partners
1. Anchor Commitments: The €447M assumes total commitments of at least €500M are secured. As of Q4 2025, the Fund had secured €362M of available capital.
2. Target Gross IRR: Target returns have been prepared based on assumptions as to revenues, asset and fund-level expenses, cash flow, asset management fees, carried interest, occupancy, and related items. Targets shown are hypothetical and not guaranteed. Projections are inherently uncertain and depend upon, among other things, the reliability of the underlying assumptions, stable market conditions, and the probability of the occurrence of a complex series of future events. No representation or warranty is made regarding their accuracy, and additional information on risks and limitations is available upon request.
3. Target Net IRR: Net returns reflect illustrative deductions for Tishman Speyer’s projected fees, carried interest, and, where applicable, subscription lines. Additional information on assumptions and methodology is available upon request.
4. Investment Thesis: There can be no assurances that the proposed strategy will be achieved.
5. The Strategy: Strategy is based on internal research and subject to change; no assurance of outcome is implied. All strategies carry risks, including market volatility, asset and liquidity risk, and macroeconomic factors.
6. Target Fund Level Leverage: Leverage increases the potential for higher returns but also amplifies risks, including potential losses and liquidity constraints.
7. Rack Rate AM Fee on NAV: This fee reflects rack rate terms. Additional discounts are available for founding partners and early closers based on timing and commitment size.
8. Promote / IRR Hurdle: Promote is calculated on a total return basis over rolling three-year period. TS Plus Europe includes a 50/50 catch-up.
9. 2 Year Lock-Up: Lock-up period reflects standard investor terms and the lock-up period for founding partner investors may vary.
Important Disclosures
Marketing Investment Communication
This presentation is provided for discussion purposes only for interests in Tishman Speyer European Core Plus Partners SCSp, SICAV-RAIF (the “Fund”), a Luxembourg Alternative Investment Fund. The information presented herein should not be relied upon because it is incomplete and may change. Subscriptions will only be made and accepted based on the final confidential offering memorandum, partnership agreement, and subscription documents of the Fund, which may be made available at the discretion of the Fund’s Alternative Investment Fund Manager, Tishman Speyer Europe S.à r.l. (the “Fund Manager”), authorized and supervised by the Commission de Surveillance du Secteur Financier (the “CSSF”) of Luxembourg after all relevant marketing requirements are met.
MIFID
This Fund is exclusively targeted at professional investors as defined under MiFID II. It is not intended to be marketed or distributed, directly or indirectly, to retail clients. No Packaged Retail and Insurance-based Investment Products (PRIIPs) Key Information Document (KID) is available for this fund. No investment advice is being provided, and no suitability assessment has been performed. Prospective investors should seek their own independent financial advice before making any investment decisions.
No Offer to Accept Investments
This summary does not constitute an offer to sell, or a solicitation of an offer to buy, an interest in Tishman Speyer European Core Plus Partners SCSp, SICAV-RAIF (the “Fund”) discussed in this presentation, which will only be made by a confidential offering memorandum (the “Memorandum”), Funds’ management regulations and subscription agreement, or similar governing documents (collectively, the “Fund Documents”). The information contained herein will be superseded and qualified in its entirety by the Fund Documents.
Forward Looking Statements
This summary contains certain forward-looking statements based on current expectations, estimates and projections about the industry and markets in which Tishman Speyer’s investments operate, and Tishman Speyer’s beliefs and assumptions. These statements involve certain risks, uncertainties and assumptions that are difficult to predict. Consequently, such statements cannot be guarantees of future performance and actual outcomes and returns may differ materially from statements, goals and objectives set forth herein. Real estate values are affected by a number of factors including changes in the general economic climate, inflationary trends, competition and the supply of and demand for property investments in the target markets, interest rate levels, the availability of financing, potential environmental liability and other risks associated with the ownership, development and acquisition of property, including risks that tenants will not take or remain in occupancy or pay rent, changes in the legal or regulatory environment, or that construction or management costs may be greater than anticipated.
Certain Risk Factors:
- Risks of Real Estate Ownership: Real estate historically has experienced significant fluctuations, and cycles in value and local market conditions may result in reductions in the value of real property interests. The marketability and value of the Fund’s real property interests will depend on many factors beyond the control of Tishman Speyer, including changes in general or local economic conditions in various markets; changes in supply of or demand for competing properties in an area; changes in interest rates; the promulgation and enforcement of governmental regulations relating to land-use and planning restrictions, environmental protection and occupational safety; unavailability of mortgage funds that may render the sale of a property difficult; the financial condition of tenants, buyers and sellers of properties; changes in real estate tax rates and other operating expenses; the imposition of rent controls; energy and/or supply shortages; various uninsured or uninsurable risks and acts of God, natural disasters, terrorism and uninsurable losses.
- Currency Disclosure: All financial figures in this presentation are expressed in Euros. Currency conversions are based on the exchange rates as of December 31, 2024. Changes in exchange rates may have an adverse effect on the value, price, or income of the investments. Investors should be aware of the potential for currency fluctuations and the impact they may have on their investments.
- Risk of Loss of Capital: There can be no assurance that the Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of transaction described herein. An investor could lose all or a substantial portion of its investment. An investor may also assume pursuant to the acquisition, operation and disposal of the Fund, financial commitments and other additional obligations, including contingent liabilities, additional to the cost of acquiring an investment in the Fund.
- Performance Information: Past performance is not indicative of future results. Any performance data included in this presentation represents historical performance and does not guarantee future results. Performance results are presented net of fees and expenses unless otherwise noted. All performance figures are subject to revision and may change.
- Targeted/Projected IRR’s: Targeted/Projected IRR’s have been prepared based on assumptions to revenues, asset and Venture-level expenses, cash flow, asset management fees, carried interest, acquisition fees, and related items. Projections are inherently subject to varying degrees of uncertainty and depend upon, among other things, the reliability of the underlying assumptions and the probability of the occurrence of a complex series of future events. Additional information on the risks and limitations of using such projections in making investment decisions can be provided promptly upon request. Hypothetical performance results have many inherent limitations, including the benefit of hindsight and the absence of financial risk. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown. Actual results may differ significantly from hypothetical results.
- Potential Environmental Liability: Under laws, ordinances and regulations of various jurisdictions, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. The cost of any required remediation and the owner’s liability therefore as to any property are generally not limited under such laws and could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate contamination from such substances, may adversely affect the owner’s ability to sell the real estate or to borrow using such property as collateral.
Tishman Speyer European Real Estate Venture X
1. European AUM: Represents current gross market value of all unrealized and partially realized investments, as well as assets for which Tishman Speyer provides property level management services. Information as of December 31, 2025. The market value has been converted from USD to EUR using the applicable FX rate as of December 31, 2025, and rounded from €10.998 B to €11.0 B for presentation purposes.
2. Target Net IRR: Target Net IRR have been prepared based on assumptions as to revenues, asset and fund-level expenses, cash flow, asset management fees, promote, related items such as hold period and Fund subscription line facility. Net IRR based on standard investor terms and does not reflect any potential discounts based on timing or size of commitment. Targets shown are hypothetical and not guaranteed. Projections are inherently subject to varying degrees of uncertainty and depend upon, among other things, the reliability of the underlying assumptions and the probability of the occurrence of a complex series of future events.
3. Investment Thesis: There can be no assurances that the proposed strategy will be achieved.
4. The Strategy: Strategy is based on internal research and subject to change; no assurance of outcome is implied. All strategies carry risks, including market volatility, asset and liquidity risk, and macroeconomic factors.
5. Target Fund Level Leverage: Leverage increases the potential for higher returns but also amplifies risks, including potential losses and liquidity constraints. The Fund intends to utilize a subscription line facility; however, the size and terms of such facility remain subject to change.
6. Rack Rate AM Fee: Reflects standard investor terms. Discounts based on commitment size and additional discounts available for first close investors.
Important Disclosures
Eligible Investors
Investments in the Investment Opportunities may be made only by “Eligible Investors”. To be an Eligible Investor requires an investor, among other things, to be aware of, to accept and to be able to bear the risks attaching to an investment in the Investment Opportunities. Investors must also make certain representations regarding their status as “accredited investors” for purposes of the U.S. Securities Act of 1933 and “qualified purchasers” for purposes of the U.S. Investment Company Act of 1940.
Forward-Looking Statements.
This summary contains certain forward-looking statements based on current expectations, estimates and projections about the industry and markets in which Tishman Speyer’s investments operate, and Tishman Speyer’s beliefs and assumptions. These statements involve certain risks, uncertainties and assumptions that are difficult to predict. Consequently, such statements cannot be guarantees of future performance and actual outcomes and returns may differ materially from statements, goals and objectives set forth herein. Real estate values are affected by a number of factors including changes in the general economic climate, inflationary trends, competition and the supply of and demand for property investments in the target markets, interest rate levels, the availability of financing, potential environmental liability and other risks associated with the ownership, development and acquisition of property, including risks that tenants will not take or remain in occupancy or pay rent, changes in the legal or regulatory environment, or that construction or management costs may be greater than anticipated.
Certain Risk Factors.
An investment in the Fund represents a speculative investment and involves a high degree of risk. Investors should carefully consider the risk factors outlined below before deciding to invest.
Risks of Real Estate Ownership
Real estate historically has experienced significant fluctuations, and cycles in value and local market conditions may result in reductions in the value of real property interests. The marketability and value of the Fund’s real property interests will depend on many factors beyond the control of Tishman Speyer, including changes in general or local economic conditions in various markets; changes in supply of or demand for competing properties in an area; changes in interest rates; the promulgation and enforcement of governmental regulations relating to land-use and planning restrictions, environmental protection and occupational safety; unavailability of debt financing that may render the sale of a property difficult; the financial condition of tenants, buyers and sellers of properties; changes in real estate tax rates and other operating expenses; the imposition of rent controls; energy and/or supply shortages; various uninsured or uninsurable risks and acts of God, natural disasters, terrorism and uninsurable losses.
Risk of Loss of Capital
There can be no assurance that the Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of transaction described herein. An investor could lose all or a substantial portion of its investment. An investor may also assume pursuant to the acquisition, operation and disposal of the Fund, financial commitments and other additional obligations, including contingent liabilities, additional to the cost of acquiring an investment in the Fund.
Past Performance and Projections
The information set out in this presentation has been prepared by Tishman Speyer based upon assumptions and research that Tishman Speyer believes reasonable and appropriate. Past performance of Tishman Speyer is not indicative nor a guarantee of the Fund’s results and no assurance can be made that profits will be achieved or that substantial losses will not be incurred. Diversification is a risk management strategy but does not guarantee improved returns or reduce market risks. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Tishman Speyer. The information in this presentation is based upon management forecasts and reflects prevailing conditions and our views as of this date, all of which are subject to change. In preparing this presentation, Tishman Speyer has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to Tishman Speyer or which was otherwise reviewed by Tishman Speyer. Future performance is subject to taxation which depends on the personal situation of each investor and which may change in the future. The Fund represents a speculative investment and involves a high degree of risk. An investor could lose all or a substantial portion of its investment. No secondary market for interests in the Fund is expected to develop and there are restrictions on an investor’s ability to transfer interests in the Fund. An investment in Tishman Speyer is not transferable and does not provide any liquidity. The Fund’s portfolio may be concentrated in a limited number of investments. Concentration increases the risk of loss to the Fund. The distribution of the information contained herein in certain jurisdictions may be restricted and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Promotion of Environmental Characteristics
The Fund intends that its portfolio of underlying real estate will promote, among other characteristics, environmental characteristics through meeting specific sustainability targets as part of its investment strategy. As such, the Fund may forego investment opportunities which it might otherwise have pursued or acquire or sell assets that it might not otherwise have acquired or sold, which could result in higher costs or lower proceeds for the Fund than if the Fund were not seeking to promote environmental characteristics. Situations may arise through events outside the reasonable control of the Fund where these sustainability targets are not able to be met. The Fund may still make investments which do not meet or are not expected to meet the sustainability targets set.
Sustainability Risks
The Fund seeks to mitigate sustainability risks through identifying and integrating a consideration of sustainability risks into investment decisions. Notwithstanding these mitigating actions, it is nevertheless possible that one of more sustainability risks may materialize and have a material negative impact on the value of one or more of the Fund’s investments, thereby affecting the Fund’s returns.
Debt Financing
The Fund expects to employ leverage in connection with investment. Use of leverage will subject the Fund to those risks normally associated with debt financing, including the risk that the cash flow will be insufficient to meet required payments of principal and interest, the risk that indebtedness will not be able to be refinanced or the risk that the terms of such refinancing will not be as favorable as the terms of the existing indebtedness.
No Assurance of Achieving the Investment Objective
No representation is or can be made as to the future performance of the Fund and there is no assurance that the Fund will realize its investment goals. Any target of a gross IRR of the Fund is a target only and cannot be guaranteed. Investors may not get back the money that they invest. Prospective investors should carefully consider the assumptions and qualifications on which the targeted levels of return are based. Prospective investors should bear in mind that past performance is not indicative of future results. The summary is not to be considered as independent investment advice.
Liquidity on Investments
No secondary market for interests in the Fund is expected to develop and there are restrictions on an investor’s ability to transfer its interest in the Fund. An investor may be unable to redeem or exit their investment in the Fund until the end of the term, and/or in accordance with the conditions (including financial costs) specified in the Fund Documents. An investment in the Fund is not transferable and does not provide any liquidity.
Investing in real estate involves various risks, including those arising from evolving global trade policies. Changes in tariffs, import-export restrictions, and economic sanctions can significantly impact investment conditions. These changes can affect the forecasting of costs and inputs related to capital expenditure in real estate projects. There is no guarantee that existing policies on foreign ownership, currency controls, or regulatory oversight will remain unchanged. Investors should carefully assess the potential impact of regulatory and geopolitical developments on liquidity, asset valuation, and exit strategies. It is crucial to stay informed about international trade policies and consult with financial advisors to navigate these risks effectively.
Tishman Speyer uses artificial intelligence (“AI”) tools, including AI applications that integrate with third-party software platforms, to support the preparation and review of certain materials. AI-generated content may have errors or omissions and contain information that is incomplete or lacking full context. However, AI is used to augment, not replace, the judgment of our professionals, and all investment decisions, client advice and portfolio management activities remain subject to review by qualified professionals.
Confidential Information
Each recipient of this summary agrees to treat the information contained herein in a confidential manner. Such information may not be reproduced or used in whole or in part for any purpose other than evaluation of the information set forth herein, nor may it be disclosed without the prior written consent of Tishman Speyer to anyone other than representatives of the recipient directly involved with the recipient’s review and who have agreed to abide by the foregoing restrictions. By accepting this Presentation, each recipient also agrees to return it promptly upon request. Notwithstanding anything to the contrary herein, each recipient of this performance summary (and each employee or representative of each recipient) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (i) any investment vehicle organized by Tishman Speyer or its affiliates and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) relating to the applicable tax treatment and tax structure.
The distribution of the information contained herein in certain jurisdictions may be restricted, and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Placement Agents
Tishman Speyer may engage placement agents for the Fund and may in the future engage one or more additional placement agents to assist in the placement of the Interests to certain of such placement agents’ clients. The placement agents and their sub-agents, as applicable, will generally be entitled to charge placement fees to the Fund in respect of such clients in amounts based on the size of a client’s investment in the Fund, and may also receive a flat fee retainer and/or a recurring fee for investor relation services. The prospect of receiving, or the receipt of, such compensation as described in the preceding sentence by a placement agent or sub-agent may provide such placement agent or sub-agent with an incentive to favor sales of the Interests over sales of interests of funds with respect to which such placement agent or sub-agent receives lower levels of such compensation, and creates a conflict of interest by incentivizing the placement agent or sub-agent to attract investors when it may not be in the investors’ best interest to subscribe for the Interests. The placement agent and sub-agents, as applicable, may also seek to do business with and earn fees or commissions from affiliates of the General Partner, the Fund or its portfolio investments, as well as other third-party fund sponsors that may have similar or different investment objectives as the Fund. Prospective investors should recognize that a placement agent’s participation as a placement agent in respect of the Interests may be influenced by its interest in such current or future fees and commissions. Additionally, in connection with negotiating engagement letters with any placement agents, Tishman Speyer may agree to broad rights of indemnification and limitations of liability in favour of certain placement agents, which indemnification obligations will ultimately be borne by the Fund. Such indemnification obligations are not subject to offset against the Management Fees and therefore will be borne by the Limited Partners.
Breakthrough Growth Fund II
1. Current Commitments: Includes a $100M co-investment side car. Please refer to Important Disclosures.
2. Target Gross IRR: Gross Projected IRRs presented herein are based on the General Partner’s view regarding the compounded internal rate of return on investments that the Fund may be expected to achieve during its term. The projected returns set forth herein are based on the General Partner’s belief of investment returns that may be achievable in light of the investment’s business plan execution progression, recent realizations from Breakthrough’s and comparable firms’ experience with similar investments, potential investment opportunities the General Partner is currently reviewing or has recently reviewed, its view of current market conditions, financing availability and assumptions, investing conditions, market fluctuation or performance, and other factors.
3. Target Net IRR: Net Projected IRRs have been calculated based on Breakthrough’s Gross to Net Discount Factor (“GNDF”) within the firm’s Growth & Income Portfolio Fund models. The GNDFs are derived from the most recently available accounting data which takes into account historical, current, and projected figures, trends, and forecasts of Fund-level fees and operating expenses, subscription line usage, fees, and expenses, interest rates, FX gains/losses, GP incentive allocation based on the aggregate Fund waterfall structure, and other factors. Projections are inherently subject to varying degrees of uncertainty and depend upon, among other things, the reliability of the underlying assumptions and the probability of the occurrence of a complex series of future events. There is no assurance that Breakthrough will be able to successfully implement its business plan and achieve the returns projected herein.
4. Investment Thesis: The information presented reflects historical market data and informed analysis by Breakthrough Properties and is provided for illustrative purposes only. The views and predictions expressed are opinions based on research and professional judgment and should not be construed as statements of fact or guarantees of future outcomes. Past performance and market index data are not indicative of future results.
5. Rack Rate AM Fee on Commitments: Key terms are subject to change and are qualified in their entirety by reference to the applicable Fund offering documents. This is not an offer to purchase an interest in any private fund which can only be made through the applicable offering documents.
6. Rack Rate AM Fee on Commitments: Discounts available subject to investor’s total commitment.
Important Disclosures
The information in this presentation (this “Presentation”) is solely for the use of the intended recipient(s) and contains information that is confidential, privileged and/or sensitive in nature. Any unauthorized dissemination, copying or use of this Presentation is strictly prohibited and may be in violation of law. If you are required by law to disclose any of the information contained in this Presentation, please contact Breakthrough Services, L.L.C. (together with its affiliates, “Breakthrough”) as soon as possible after you receive notice of such request or requirement. The recipient’s acceptance of this Presentation constitutes such recipient’s agreement to, and agreement to cause its directors, partners, officers, employees, representatives, agents, advisors and affiliates to, (a) keep confidential all the information contained in this Presentation, as well as any information derived by such recipient from the information contained in this Presentation (collectively, “Confidential Information”) and not disclose any such Confidential Information to any other person, (b) not use any of the Confidential Information for any purpose other than to educate such recipient about the investment process undertaken at Breakthrough, (c) not use the Confidential Information for purposes of trading any security, (d) not use any of the Confidential Information contained herein in any way, whether directly or indirectly, that is in competition with or detrimental to any investment vehicle, account or arrangement managed or advised by Breakthrough (each, a “Fund”), Breakthrough and/or any of their respective affiliates, (e) not copy or share this Presentation without the prior written consent of Breakthrough and (f) promptly return this Presentation and any copies hereof to Breakthrough upon Breakthrough’s request, in each case subject to the confidentiality provisions more fully set forth in the Final Documentation (as defined below) and in any other written agreement between the recipient and Breakthrough. Notwithstanding anything herein to the contrary, each recipient of this Presentation, and each employee, representative or other agent of such recipient may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient by Breakthrough.
No Fund, Breakthrough or any of their respective affiliates make any representation or warranty, express or implied, as to the accuracy or completeness of the information and opinions contained herein and nothing contained herein shall be relied upon as a promise or representation whether as to past or future performance. No liability is accepted for any such information or opinions. The information and opinions contained in this Presentation are subject to change without notice. Breakthrough is under no obligation to update, revise or correct any information contained herein after the date of this Presentation. Additional information is available upon request.
This Presentation is provided by Breakthrough for informational purposes only. This Presentation does not constitute an offer to sell or the solicitation of an offer to accept an investment in any Fund or to purchase any security or investment product. Any offer or solicitation to purchase an interest in any Fund, is, or will be, made only through a private offering to qualified investors pursuant to the confidential private placement memorandum and constituent documents of the relevant vehicle (together, the “Final Documentation”). If you are not a current investor in a Fund, you received this Presentation only because you are a qualified investor or investment professional, and have requested it and understand that this Presentation is current as of the date noted for informational purposes only, and should not be relied upon when deciding whether to invest in any Fund. While some information used in this Presentation has been obtained from various published and unpublished sources considered to be reliable, Breakthrough does not guarantee its accuracy or completeness and accepts no liability for any direct or consequential loss arising from its use.
No person has been authorized to make any statement concerning any Fund other than as set forth in this Presentation and the Final Documentation, and any such statements, if made, may not be relied upon. None of Breakthrough, any Fund or any of their respective affiliates has, or will provide, any legal, tax, accounting or investment advice and the information contained herein should not be construed as such. Potential investors must not rely on the information contained in this Presentation or on its completeness. The information set out in this Presentation may change materially due to updating, completion, revision, verification and amendment. This Presentation does not constitute a recommendation by Breakthrough that any Fund is a suitable investment for any recipient of this Presentation.
The Final Documentation contains material information (including a discussion of potential conflicts of interest and risk factors) not contained in this Presentation, and supersedes and qualifies in its entirety the information set forth herein. Any decision to invest in a Fund should only be made after reviewing the Final Documentation, conducting such investigations as the investor deems necessary and consulting with the investor’s own legal, accounting, tax, and investment advisors in order to make an independent determination of the suitability and consequences of the investment. Investors will be given the opportunity to ask questions and receive answers and additional information concerning the terms and conditions of the applicable Fund and other relevant matters prior to the acceptance of an investor's application to invest in such Fund. It is the responsibility of potential investors to inform themselves as to the legal requirements applicable to them in respect of interests in the Fund and as to the income and other tax consequences to them of holding such interests. As discussed below, the distribution of the information contained herein in certain jurisdictions may be restricted and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Information regarding the biotech industry is provided for your information regarding our view on lab space and is not a recommendation to buy or sell securities in the biotech sector. Additionally, Company logos shown are the property of their respective owners and are included solely to identify companies that are current tenants of Breakthrough Properties. Their inclusion does not imply any endorsement or sponsorship.
Breakthrough Properties uses artificial intelligence (“AI”) tools, including AI applications that integrate with third-party software platforms, to support the preparation and review of certain materials. AI-generated content may have errors or omissions and contain information that is incomplete or lacking full context. However, AI is used to augment, not replace, the judgment of our professionals, and all investment decisions, client advice and portfolio management activities remain subject to review by qualified professionals.
Past performance is not a guarantee of future results. Actual results may vary. An investment in any Fund may result in a loss and the performance of any future Funds may differ significantly from existing Funds. The statements contained in this Presentation that are not historical facts are forward-looking. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which the applicable Fund operates, and Breakthrough’s beliefs and assumptions. Words such as “expects,” “targeted,” “anticipates,” “should,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “projects” and variations, and similar expressions, are intended to identify such forward-looking statements. An example would be the targeted and projected returns to investors. These statements do not guarantee future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. As such, actual outcomes and returns may differ materially from what is expected or forecast in such forward-looking statements.
Property level returns to investors will be reduced by applicable Fund-level fees and expenses, which are not easily applied at the property level. However, Breakthrough estimates that the returns as well as fees and expenses are affected by the length of the holding period of the investment, in addition to other factors.
The targeted returns included in this Presentation are provided in order to help each recipient understand Breakthrough’s process for evaluating investment opportunities, including the potential return profile Breakthrough seeks when executing its investment strategy. The target IRRs included in this Presentation are neither a guarantee nor a prediction or projection of future performance and are based on Breakthrough’s assumptions, as detailed herein. Targeted return information and projections are not intended to reflect expected results of any Fund or of any single investor. There is no guarantee that the conditions on which such assumptions are based will materialize as anticipated and will be applicable to the investments of the applicable Fund. There are frequently sharp differences between hypothetical performance results and the actual results subsequently achieved. There are numerous factors related to the effects of changing market and economic conditions, including the availability of suitable investments, availability of leverage, the uncertainty of future operating results of investments and the timing of asset acquisitions and disposals, that cannot be fully accounted for in the preparation of hypothetical results and all of which can adversely affect actual results.
An investment in a Fund may only be made by “Eligible Investors”. To be an Eligible Investor requires an investor, among other things, to be aware of, to accept and to be able to bear the risks attaching to an investment in the Fund. Investors must also make certain representations regarding their status as an “accredited investor” for purposes of the U.S. Securities Act of 1933 and a “qualified purchaser” for purposes of the U.S. Investment Company Act of 1940.
Real estate historically has experienced significant fluctuations, and cycles in value and local market conditions may result in reductions in the value of real property interests. The marketability and value of real property interests will depend on many factors beyond the control of Breakthrough, including: changes in general or local economic conditions in various markets; changes in supply of or demand for competing properties in an area; changes in interest rates; the promulgation and enforcement of governmental regulations relating to land-use and planning restrictions, environmental protection and occupational safety; unavailability of mortgage funds that may render the sale of a property difficult; the financial condition of tenants, buyers and sellers of properties; changes in real estate tax rates and other operating expenses; the imposition of rent controls; energy and/or supply shortages; and various uninsured or uninsurable risks and acts of God, natural disasters, terrorism and uninsurable losses.
Breakthrough Properties may engage placement agents in respect of Growth Portfolio II and may in the future engage one or more additional placement agents to assist in the placement of the Interests to certain of such placement agents’ clients. The placement agents and their sub-agents, as applicable, will generally be entitled to charge placement fees to Growth Portfolio II in respect of such clients in amounts based on the size of a client’s investment in Growth Portfolio II, and may also receive a flat fee retainer and/or a recurring fee for investor relation services. The prospect of receiving, or the receipt of, such compensation as described in the preceding sentence by a placement agent or sub-agent may provide such placement agent or sub-agent with an incentive to favor sales of the Interests over sales of interests of funds with respect to which such placement agent or sub-agent receives lower levels of such compensation, and creates a conflict of interest by incentivizing the placement agent or sub-agent to attract investors when it may not be in the investors’ best interest to subscribe for the Interests. The placement agent and sub-agents, as applicable, may also seek to do business with and earn fees or commissions from affiliates of the General Partner, the Fund or its portfolio investments, as well as other third-party fund sponsors that may have similar or different investment objectives as the Fund. Prospective investors should recognize that a placement agent’s participation as a placement agent in respect of the Interests may be influenced by its interest in such current or future fees and commissions. Additionally, in connection with negotiating engagement letters with any placement agents, Breakthrough Properties may agree to broad rights of indemnification and limitations of liability in favor of certain placement agents, which indemnification obligations will ultimately be borne by the Fund. Such indemnification obligations are not subject to offset against the Management Fees and therefore will be borne by the Limited Partners.
CONFIDENTIAL–NOT FOR DISTRIBUTION
IMPORTANT NOTICES ABOUT– INVESTMENT MARKETING COMMUNICATION - PRE-MARKETING INVESTMENT COMMUNICATION
THIS DRAFT CONFIDENTIAL PRE-MARKETING PRESENTATION IS PROVIDED IN THE CONTEXT OF PRE-MARKETING ACTIVITIES WITHIN THE MEANING OF DIRECTIVE (EU) 2019/1160 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 20 JUNE 2019 AMENDING DIRECTIVES 2009/65/EC AND 2011/61/EU WITH REGARD TO CROSS-BORDER DISTRIBUTION OF COLLECTIVE INVESTMENT UNDERTAKINGS, FOR DISCUSSION PURPOSES ONLY, AND DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE INTERESTS. SUBSCRIPTIONS OF INTERESTS ARE CURRENTLY NOT BEING SOUGHT, SOLICITED OR ACCEPTED FROM PROSPECTIVE INVESTORS, AND ARE THEREFORE NOT POSSIBLE ATTHIS STAGE. THE INFORMATION PRESENTED HEREIN SHOULD NOT BE RELIED UPON BECAUSE IT IS INCOMPLETE AND MAY BE SUBJECT TO CHANGE. SUBSCRIPTIONS WILL ONLY BE MADE AND ACCEPTED ON THE BASIS OF THE FINAL CONFIDENTIAL OFFERING MEMORANDUM AND THE ACCOMPANYING FINAL PARTNERSHIP AGREEMENT (AS DEFINED BELOW) AND SUBSCRIPTION DOCUMENTS. THE FINAL CONFIDENTIAL OFFERING MEMORANDUM AS WELL AS THE PARTNERSHIP AGREEMENT AND THE SUBSCRIPTION DOCUMENTS MAY BE MADE AVAILABLETO PROSPECTIVE INVESTORS SUBSEQUENTLY AT BREAKTHROUGH SERVICES L.L.C. (THE “FUND MANAGER ”) DISCRETION AND ONLY AFTER ALL RELEVANT REQUIREMENTS FOR MARKETING OF THE INTERESTS HAVE BEEN MET.
Forward-Looking Statements
This summary contains certain forward-looking statements based on current expectations, estimates and projections about the industry and markets in which Breakthrough’s investments operate, and Breakthrough’s beliefs and assumptions. These statements involve certain risks, uncertainties and assumptions that are difficult to predict. Consequently, such statements cannot be guarantees of future performance and actual outcomes and returns may differ materially from statements, goals and objectives set forth herein. Real estate values are affected by a number of factors including changes in the general economic climate, inflationary trends, competition and the supply of and demand for property investments in the target markets, interest rate levels, the availability of financing, potential environmental liability and other risks associated with the ownership, development and acquisition of property, including risks that tenants will not take or remain in occupancy or pay rent, changes in the legal or regulatory environment, or that construction or management costs may be greater than anticipated.
Certain Risk Factors
An investment in the Fund represents a speculative investment and involves a high degree of risk. Investors should carefully consider the risk factors outlined below before deciding to invest.
Risks of Real Estate Ownership
Real estate historically has experienced significant fluctuations, and cycles in value and local market conditions may result in reductions in the value of real property interests. The marketability and value of the Fund’s real property interests will depend on many factors beyond the control of Breakthrough Properties, including changes in general or local economic conditions in various markets; changes in supply of or demand for competing properties in an area; changes in interest rates; the promulgation and enforcement of governmental regulations relating to land-use and planning restrictions, environmental protection and occupational safety; unavailability of mortgage funds that may render the sale of a property difficult; the financial condition of tenants, buyers and sellers of properties; changes in real estate tax rates and other operating expenses; the imposition of rent controls; energy and/or supply shortages; various uninsured or uninsurable risks and acts of God, natural disasters, terrorism and uninsurable losses.
Risk of Loss of Capital
There can be no assurance that the Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of transaction described herein. An investor could lose all or a substantial portion of its investment. An investor may also assume pursuant to the acquisition, operation and disposal of the Fund, financial commitments and other additional obligations, including contingent liabilities, additional to the cost of acquiring an investment in the Fund.
Performance Information
Past performance is not indicative of future results. Any performance data included in this presentation represents historical performance and does not guarantee future results. Performance results are presented net of fees and expenses unless otherwise noted. All performance figures are subject to revision and may change.
Targeted/Projected IRR’s
Targeted/Projected IRR’s have been prepared based on assumptions to revenues, asset and Venture-level expenses, cash flow, asset management fees, carried interest, acquisition fees, and related items. Projections are inherently subject to varying degrees of uncertainty and depend upon, among other things, the reliability of the underlying assumptions and the probability of the occurrence of a complex series of future events. Additional information on the risks and limitations of using such projections in making investment decisions can be provided promptly upon request.
Hypothetical performance results have many inherent limitations, including the benefit of hindsight and the absence of financial risk. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown. Actual results may differ significantly from hypothetical results.
Potential Environment Liability
Under laws, ordinances and regulations of various jurisdictions, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. The cost of any required remediation and the owner’s liability therefore as to any property are generally not limited under such laws and could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate contamination from such substances, may adversely affect the owner’s ability to sell the real estate or to borrow using such property as collateral.
Promotion of Environmental Characteristics
The Fund intends that its portfolio of underlying real estate will promote, among other characteristics, environmental characteristics through meeting specific sustainability targets as part of its investment strategy. As such, the Fund may forego investment opportunities which it might otherwise have pursued or acquire or sell assets that it might not otherwise have acquired or sold, which could result in higher costs or lower proceeds for the Fund than if the Fund were not seeking to promote environmental characteristics. Situations may arise through events outside the reasonable control of the Fund where these sustainability targets are not able to be met. The Fund may still make investments which do not meet or are not expected to meet the sustainability targets set.
Sustainability Risks
The Fund seeks to mitigate sustainability risks through identifying and integrating a consideration of sustainability risks into investment decisions. Notwithstanding these mitigating actions, it is nevertheless possible that one of more sustainability risks may materialize and have a material negative impact on the value of one or more of the Fund’s investments, thereby affecting the Fund’s returns.
Debt Financing
The Fund expects to employ leverage in connection with the investment. Use of leverage will subject the Fund to those risks normally associated with debt financing, including the risk that the cash flow will be insufficient to meet required payments of principal and interest, the risk that indebtedness will not be able to be refinanced or the risk that the terms of such refinancing will not be as favorable as the terms of the existing indebtedness.
No Assurance of Achieving the Investment Objective
No representation is or can be made as to the future performance of the Fund and there is no assurance that the Fund will realize its investment goals. Any target of a gross IRR of the Fund is a target only and cannot be guaranteed. Investors may not get back the money that they invest. Prospective investors should carefully consider the assumptions and qualifications on which the targeted levels of return are based. Prospective investors should bear in mind that past performance is not indicative of future results. The summary is not to be considered as independent investment advice.
Liquidity on Investments
No secondary market for interests in the Fund is expected to develop and there are restrictions on an investor’s ability to transfer its interest in the Fund. An investor may be unable to redeem or exit their investment in the Fund until the end of the term, and/or in accordance with the conditions (including financial costs) specified in the Fund Documents. An investment in the Fund is not transferable and does not provide any liquidity.
Confidential Information
Each recipient of this summary agrees to treat the information contained herein in a confidential manner. Such information may not be reproduced or used in whole or in part for any purpose other than evaluation of the information set forth herein, nor may it be disclosed without the prior written consent of Breakthrough Properties to anyone other than representatives of the recipient directly involved with the recipient’s review and who have agreed to abide by the foregoing restrictions. By accepting this presentation, each recipient also agrees to return it promptly upon request. Notwithstanding anything to the contrary herein, each recipient of this performance summary (and each employee or representative of each recipient) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (i) any investment vehicle organized by Breakthrough Properties or its affiliates and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) relating to the applicable tax treatment and tax structure.
The distribution of the information contained herein in certain jurisdictions may be restricted, and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Definitions
Premier / Prime / Best-in-Class:
Infrastructure: High-quality, flexible, reusable internal and external laboratory infrastructure which meets or exceeds the real estate operation and design requirements of a broad range of client users. Specific infrastructure requirements include ceiling heights, floor loading capacity, hazardous material storage, loading/access, parking, air handling/air exchanges, mechanical, plumbing, and electrical capacity including back-up power generation.
Design: Design superior client space, facilities and common areas with high-end finishes. Overall building functionality and design/aesthetics including light and air, access to outdoor spaces, landscaping, amenities, and sustainability features.
Location: Properties located in central submarkets which exhibit macro-level growth (e.g. strong employment gains and a highly educated workforce) and provide access and proximity to leading research institutions, transit options, retail and amenities. These locations typically include a more limited supply of available space and exhibit high barriers to entry.
Class A+:
Premier Locations within primary submarkets (e.g., Kendall Square, Torrey Pines)
Adjacent to Leading Universities/Institutes with strong tech transfer(Stanford, MIT, Harvard, Scripps, etc.)
Urban setting with transit and retail amenities
Top sponsorship with strong financial backing, development track record and lab operations team
Ground-Up purpose-built new construction with robust MEP infrastructure, elevated design and on-site amenities
Class A
Located within primary submarkets (e.g., Seaport/Cambridge in Boston, UTC/Sorrento Mesa in San Diego)
Adjacency to established firms and institutes
Capable and adequately capitalized sponsors which have previously developed and operated life science product
Ground-up new construction and high-quality conversions that can accommodate a variety of flexible lab uses and functions
Class B
New construction of “lab capable” office shells and lower quality conversions
Located in secondary submarkets and unestablished locations
Experienced sponsors of other asset classes (office, industrial) but limited experience and track record in life science
Class C
Inexperienced sponsorship
Poor capitalization
Unestablished locations or poor micro-locations outside of the core submarkets
Lower quality conversions with functional and design limitations which significantly reduce pool of potential users
Breakthrough Life Science Core Fund
1. Breakthrough Life Science Core Fund: The Core Fund operates under the legal entity name Breakthrough Properties Income Portfolio, L.P. This may be referred to as the "Income Portfolio.”
2. GAV: Calculated based on Fund Share; figures include the 500 Forge debt investment.
3. NAV: As of Q1 ‘26
4. Target Gross and Net IRR; 80 bps AM Fee: Key terms are subject to change and are qualified in their entirety by reference to the applicable Fund offering documents. This is not an offer to purchase an interest in any private fund which can only be made through the applicable offering documents.
5. Target Gross and Net IRR; 80 bps AM Fee: In calculating the gross targeted returns for the Fund, Breakthrough has made certain portfolio construction and performance assumptions including, without limitation, that (i) the Fund will make investments over an approximately three to four year investment period, (ii) investments will have holding periods of approximately three to six years, and (iii) investments will be realized at a gross multiple on invested capital and gross IRR that is consistent with (a) the historic performance of investments of the type targeted by the Fund that have been made by Breakthrough Properties Growth Portfolio I, L.P. and (b) the observations of Breakthrough and its professionals regarding historical market returns achieved more broadly in life science real estate investment. In calculating net targeted returns for the Fund, Breakthrough has assumed that (I) the Fund bears projected organizational expenses of approximately $3.0 million, (II) the Fund will bear estimated initial annualized ongoing expenses of between $1.1 million and $1.3 million, (III) management fees paid by the Fund to Breakthrough are charged assuming a capital commitment to the Fund of greater than or equal to $50 million (80 bps on NAV), (IV) a subscription line will be utilized by the Fund to bridge capital calls from time to time, and (V) incentive allocation (promote) is distributed to the Fund’s general partner in accordance with the distribution priorities set forth in the Fund offering documents and having regard to the portfolio construction assumptions described above. None of the returns herein have been reviewed or approved by the SEC or by any other regulatory body.
6. + 340 BPS: ODCE benchmark over the period of 3Q 2022 to 1Q 2026 is -3.6% compared to -0.2% for BTP since inception gross returns. BTP gross return excludes one-time costs including set-up costs and subscription financing fees. Inclusive of these costs, BTP outperformance is +267 bps. The ODCE Index is broadly diversified across the “big four” traditional commercial real estate sectors, which are office, industrial, retail, and apartment, as well as an “other” category.
Important Disclosures
The information in this presentation (this “Presentation”) is solely for the use of the intended recipient(s) and contains information that is confidential, privileged and/or sensitive in nature. Any unauthorized dissemination, copying or use of this Presentation is strictly prohibited and may be in violation of law. If you are required by law to disclose any of the information contained in this Presentation, please contact Breakthrough Services, L.L.C. (together with its affiliates, “Breakthrough”) as soon as possible after you receive notice of such request or requirement. The recipient’s acceptance of this Presentation constitutes such recipient’s agreement to, and agreement to cause its directors, partners, officers, employees, representatives, agents, advisors and affiliates to, (a) keep confidential all the information contained in this Presentation, as well as any information derived by such recipient from the information contained in this Presentation (collectively, “Confidential Information”) and not disclose any such Confidential Information to any other person, (b) not use any of the Confidential Information for any purpose other than to educate such recipient about the investment process undertaken at Breakthrough, (c) not use the Confidential Information for purposes of trading any security, (d) not use any of the Confidential Information contained herein in any way, whether directly or indirectly, that is in competition with or detrimental to any investment vehicle, account or arrangement managed or advised by Breakthrough (each, a “Fund”), Breakthrough and/or any of their respective affiliates, (e) not copy or share this Presentation without the prior written consent of Breakthrough and (f) promptly return this Presentation and any copies hereof to Breakthrough upon Breakthrough’s request, in each case subject to the confidentiality provisions more fully set forth in the Final Documentation (as defined below) and in any other written agreement between the recipient and Breakthrough. Notwithstanding anything herein to the contrary, each recipient of this Presentation, and each employee, representative or other agent of such recipient may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient by Breakthrough.
No Fund, Breakthrough or any of their respective affiliates make any representation or warranty, express or implied, as to the accuracy or completeness of the information and opinions contained herein and nothing contained herein shall be relied upon as a promise or representation whether as to past or future performance. No liability is accepted for any such information or opinions. The information and opinions contained in this Presentation are subject to change without notice. Breakthrough is under no obligation to update, revise or correct any information contained herein after the date of this Presentation. Additional information is available upon request.
This Presentation is provided by Breakthrough for informational purposes only. This Presentation does not constitute an offer to sell or the solicitation of an offer to accept an investment in any Fund or to purchase any security or investment product. Any offer or solicitation to purchase an interest in any Fund, is, or will be, made only through a private offering to qualified investors pursuant to the confidential private placement memorandum and constituent documents of the relevant vehicle (together, the “Final Documentation”). If you are not a current investor in a Fund, you received this Presentation only because you are a qualified investor or investment professional, and have requested it and understand that this Presentation is current as of the date noted for informational purposes only, and should not be relied upon when deciding whether to invest in any Fund. While some information used in this Presentation has been obtained from various published and unpublished sources considered to be reliable, Breakthrough does not guarantee its accuracy or completeness and accepts no liability for any direct or consequential loss arising from its use.
No person has been authorized to make any statement concerning any Fund other than as set forth in this Presentation and the Final Documentation, and any such statements, if made, may not be relied upon. None of Breakthrough, any Fund or any of their respective affiliates has, or will provide, any legal, tax, accounting or investment advice and the information contained herein should not be construed as such. Potential investors must not rely on the information contained in this Presentation or on its completeness. The information set out in this Presentation may change materially due to updating, completion, revision, verification and amendment. This Presentation does not constitute a recommendation by Breakthrough that any Fund is a suitable investment for any recipient of this Presentation.
The Final Documentation contains material information (including a discussion of potential conflicts of interest and risk factors) not contained in this Presentation, and supersedes and qualifies in its entirety the information set forth herein. Any decision to invest in a Fund should only be made after reviewing the Final Documentation, conducting such investigations as the investor deems necessary and consulting with the investor’s own legal, accounting, tax, and investment advisors in order to make an independent determination of the suitability and consequences of the investment. Investors will be given the opportunity to ask questions and receive answers and additional information concerning the terms and conditions of the applicable Fund and other relevant matters prior to the acceptance of an investor's application to invest in such Fund. It is the responsibility of potential investors to inform themselves as to the legal requirements applicable to them in respect of interests in the Fund and as to the income and other tax consequences to them of holding such interests. As discussed below, the distribution of the information contained herein in certain jurisdictions may be restricted and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Information regarding the biotech industry is provided for your information regarding our view on lab space and is not a recommendation to buy or sell securities in the biotech sector. Additionally, Company logos shown are the property of their respective owners and are included solely to identify companies that are current tenants of Breakthrough Properties. Their inclusion does not imply any endorsement or sponsorship.
Breakthrough Properties uses artificial intelligence (“AI”) tools, including AI applications that integrate with third-party software platforms, to support the preparation and review of certain materials. AI-generated content may have errors or omissions and contain information that is incomplete or lacking full context. However, AI is used to augment, not replace, the judgment of our professionals, and all investment decisions, client advice and portfolio management activities remain subject to review by qualified professionals.
Past performance is not a guarantee of future results. Actual results may vary. An investment in any Fund may result in a loss and the performance of any future Funds may differ significantly from existing Funds. The statements contained in this Presentation that are not historical facts are forward-looking. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which the applicable Fund operates, and Breakthrough’s beliefs and assumptions. Words such as “expects,” “targeted,” “anticipates,” “should,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecasts,” “projects” and variations, and similar expressions, are intended to identify such forward-looking statements. An example would be the targeted and projected returns to investors. These statements do not guarantee future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. As such, actual outcomes and returns may differ materially from what is expected or forecast in such forward-looking statements.
Property level returns to investors will be reduced by applicable Fund-level fees and expenses, which are not easily applied at the property level. However, Breakthrough estimates that the returns as well as fees and expenses are affected by the length of the holding period of the investment, in addition to other factors.
The targeted returns included in this Presentation are provided in order to help each recipient understand Breakthrough’s process for evaluating investment opportunities, including the potential return profile Breakthrough seeks when executing its investment strategy. The target IRRs included in this Presentation are neither a guarantee nor a prediction or projection of future performance and are based on Breakthrough’s assumptions, as detailed herein. Targeted return information and projections are not intended to reflect expected results of any Fund or of any single investor. There is no guarantee that the conditions on which such assumptions are based will materialize as anticipated and will be applicable to the investments of the applicable Fund. There are frequently sharp differences between hypothetical performance results and the actual results subsequently achieved. There are numerous factors related to the effects of changing market and economic conditions, including the availability of suitable investments, availability of leverage, the uncertainty of future operating results of investments and the timing of asset acquisitions and disposals, that cannot be fully accounted for in the preparation of hypothetical results and all of which can adversely affect actual results.
An investment in a Fund may only be made by “Eligible Investors”. To be an Eligible Investor requires an investor, among other things, to be aware of, to accept and to be able to bear the risks attaching to an investment in the Fund. Investors must also make certain representations regarding their status as an “accredited investor” for purposes of the U.S. Securities Act of 1933 and a “qualified purchaser” for purposes of the U.S. Investment Company Act of 1940.
Real estate historically has experienced significant fluctuations, and cycles in value and local market conditions may result in reductions in the value of real property interests. The marketability and value of real property interests will depend on many factors beyond the control of Breakthrough, including: changes in general or local economic conditions in various markets; changes in supply of or demand for competing properties in an area; changes in interest rates; the promulgation and enforcement of governmental regulations relating to land-use and planning restrictions, environmental protection and occupational safety; unavailability of mortgage funds that may render the sale of a property difficult; the financial condition of tenants, buyers and sellers of properties; changes in real estate tax rates and other operating expenses; the imposition of rent controls; energy and/or supply shortages; and various uninsured or uninsurable risks and acts of God, natural disasters, terrorism and uninsurable losses.
Breakthrough Properties may engage placement agents in respect of Growth Portfolio II and may in the future engage one or more additional placement agents to assist in the placement of the Interests to certain of such placement agents’ clients. The placement agents and their sub-agents, as applicable, will generally be entitled to charge placement fees to Growth Portfolio II in respect of such clients in amounts based on the size of a client’s investment in Growth Portfolio II, and may also receive a flat fee retainer and/or a recurring fee for investor relation services. The prospect of receiving, or the receipt of, such compensation as described in the preceding sentence by a placement agent or sub-agent may provide such placement agent or sub-agent with an incentive to favor sales of the Interests over sales of interests of funds with respect to which such placement agent or sub-agent receives lower levels of such compensation, and creates a conflict of interest by incentivizing the placement agent or sub-agent to attract investors when it may not be in the investors’ best interest to subscribe for the Interests. The placement agent and sub-agents, as applicable, may also seek to do business with and earn fees or commissions from affiliates of the General Partner, the Fund or its portfolio investments, as well as other third-party fund sponsors that may have similar or different investment objectives as the Fund. Prospective investors should recognize that a placement agent’s participation as a placement agent in respect of the Interests may be influenced by its interest in such current or future fees and commissions. Additionally, in connection with negotiating engagement letters with any placement agents, Breakthrough Properties may agree to broad rights of indemnification and limitations of liability in favor of certain placement agents, which indemnification obligations will ultimately be borne by the Fund. Such indemnification obligations are not subject to offset against the Management Fees and therefore will be borne by the Limited Partners.
IMPORTANT NOTICES ABOUT– INVESTMENT MARKETING COMMUNICATION - PRE-MARKETING INVESTMENT COMMUNICATION
THIS DRAFT CONFIDENTIAL PRE-MARKETING PRESENTATION IS PROVIDED IN THE CONTEXT OF PRE-MARKETING ACTIVITIES WITHIN THE MEANING OF DIRECTIVE (EU) 2019/1160 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 20 JUNE 2019 AMENDING DIRECTIVES 2009/65/EC AND 2011/61/EU WITH REGARD TO CROSS-BORDER DISTRIBUTION OF COLLECTIVE INVESTMENT UNDERTAKINGS, FOR DISCUSSION PURPOSES ONLY, AND DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE INTERESTS. SUBSCRIPTIONS OF INTERESTS ARE CURRENTLY NOT BEING SOUGHT, SOLICITED OR ACCEPTED FROM PROSPECTIVE INVESTORS, AND ARE THEREFORE NOT POSSIBLE ATTHIS STAGE. THE INFORMATION PRESENTED HEREIN SHOULD NOT BE RELIED UPON BECAUSE IT IS INCOMPLETE AND MAY BE SUBJECT TO CHANGE. SUBSCRIPTIONS WILL ONLY BE MADE AND ACCEPTED ON THE BASIS OF THE FINAL CONFIDENTIAL OFFERING MEMORANDUM AND THE ACCOMPANYING FINAL PARTNERSHIP AGREEMENT (AS DEFINED BELOW) AND SUBSCRIPTION DOCUMENTS. THE FINAL CONFIDENTIAL OFFERING MEMORANDUM AS WELL AS THE PARTNERSHIP AGREEMENT AND THE SUBSCRIPTION DOCUMENTS MAY BE MADE AVAILABLETO PROSPECTIVE INVESTORS SUBSEQUENTLY AT BREAKTHROUGH SERVICES L.L.C. (THE “FUND MANAGER ”) DISCRETION AND ONLY AFTER ALL RELEVANT REQUIREMENTS FOR MARKETING OF THE INTERESTS HAVE BEEN MET.
Risks of Real Estate Ownership
Real estate historically has experienced significant fluctuations, and cycles in value and local market conditions may result in reductions in the value of real property interests. The marketability and value of the Fund’s real property interests will depend on many factors beyond the control of Breakthrough Properties, including changes in general or local economic conditions in various markets; changes in supply of or demand for competing properties in an area; changes in interest rates; the promulgation and enforcement of governmental regulations relating to land-use and planning restrictions, environmental protection and occupational safety; unavailability of mortgage funds that may render the sale of a property difficult; the financial condition of tenants, buyers and sellers of properties; changes in real estate tax rates and other operating expenses; the imposition of rent controls; energy and/or supply shortages; various uninsured or uninsurable risks and acts of God, natural disasters, terrorism and uninsurable losses.
Risk of Loss of Capital
There can be no assurance that the Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of transaction described herein. An investor could lose all or a substantial portion of its investment. An investor may also assume pursuant to the acquisition, operation and disposal of the Fund, financial commitments and other additional obligations, including contingent liabilities, additional to the cost of acquiring an investment in the Fund.
Performance Information
Past performance is not indicative of future results. Any performance data included in this presentation represents historical performance and does not guarantee future results. Performance results are presented net of fees and expenses unless otherwise noted. All performance figures are subject to revision and may change.
Targeted/Projected IRR’s
Targeted/Projected IRR’s have been prepared based on assumptions to revenues, asset and Venture-level expenses, cash flow, asset management fees, carried interest, acquisition fees, and related items. Projections are inherently subject to varying degrees of uncertainty and depend upon, among other things, the reliability of the underlying assumptions and the probability of the occurrence of a complex series of future events. Additional information on the risks and limitations of using such projections in making investment decisions can be provided promptly upon request.
Hypothetical performance results have many inherent limitations, including the benefit of hindsight and the absence of financial risk. No representation is being made that any account will or is likely to achieve profits or losses similar to those shown. Actual results may differ significantly from hypothetical results.
Potential Environment Liability
Under laws, ordinances and regulations of various jurisdictions, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. The cost of any required remediation and the owner’s liability therefore as to any property are generally not limited under such laws and could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate contamination from such substances, may adversely affect the owner’s ability to sell the real estate or to borrow using such property as collateral.
Promotion of Environmental Characteristics
The Fund intends that its portfolio of underlying real estate will promote, among other characteristics, environmental characteristics through meeting specific sustainability targets as part of its investment strategy. As such, the Fund may forego investment opportunities which it might otherwise have pursued or acquire or sell assets that it might not otherwise have acquired or sold, which could result in higher costs or lower proceeds for the Fund than if the Fund were not seeking to promote environmental characteristics. Situations may arise through events outside the reasonable control of the Fund where these sustainability targets are not able to be met. The Fund may still make investments which do not meet or are not expected to meet the sustainability targets set.
Sustainability Risks
The Fund seeks to mitigate sustainability risks through identifying and integrating a consideration of sustainability risks into investment decisions. Notwithstanding these mitigating actions, it is nevertheless possible that one of more sustainability risks may materialize and have a material negative impact on the value of one or more of the Fund’s investments, thereby affecting the Fund’s returns.
Debt Financing
The Fund expects to employ leverage in connection with the investment. Use of leverage will subject the Fund to those risks normally associated with debt financing, including the risk that the cash flow will be insufficient to meet required payments of principal and interest, the risk that indebtedness will not be able to be refinanced or the risk that the terms of such refinancing will not be as favorable as the terms of the existing indebtedness.
No Assurance of Achieving the Investment Objective
No representation is or can be made as to the future performance of the Fund and there is no assurance that the Fund will realize its investment goals. Any target of a gross IRR of the Fund is a target only and cannot be guaranteed. Investors may not get back the money that they invest. Prospective investors should carefully consider the assumptions and qualifications on which the targeted levels of return are based. Prospective investors should bear in mind that past performance is not indicative of future results. The summary is not to be considered as independent investment advice.
Liquidity on Investments
No secondary market for interests in the Fund is expected to develop and there are restrictions on an investor’s ability to transfer its interest in the Fund. An investor may be unable to redeem or exit their investment in the Fund until the end of the term, and/or in accordance with the conditions (including financial costs) specified in the Fund Documents. An investment in the Fund is not transferable and does not provide any liquidity.
Confidential Information
Each recipient of this summary agrees to treat the information contained herein in a confidential manner. Such information may not be reproduced or used in whole or in part for any purpose other than evaluation of the information set forth herein, nor may it be disclosed without the prior written consent of Breakthrough Properties to anyone other than representatives of the recipient directly involved with the recipient’s review and who have agreed to abide by the foregoing restrictions. By accepting this presentation, each recipient also agrees to return it promptly upon request. Notwithstanding anything to the contrary herein, each recipient of this performance summary (and each employee or representative of each recipient) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (i) any investment vehicle organized by Breakthrough Properties or its affiliates and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) relating to the applicable tax treatment and tax structure.
The distribution of the information contained herein in certain jurisdictions may be restricted, and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Definitions
Premier / Prime / Best-in-Class:
Infrastructure: High-quality, flexible, reusable internal and external laboratory infrastructure which meets or exceeds the real estate operation and design requirements of a broad range of client users. Specific infrastructure requirements include ceiling heights, floor loading capacity, hazardous material storage, loading/access, parking, air handling/air exchanges, mechanical, plumbing, and electrical capacity including back-up power generation.
Design: Design superior client space, facilities and common areas with high-end finishes. Overall building functionality and design/aesthetics including light and air, access to outdoor spaces, landscaping, amenities, and sustainability features.
Location: Properties located in central submarkets which exhibit macro-level growth (e.g. strong employment gains and a highly educated workforce) and provide access and proximity to leading research institutions, transit options, retail and amenities. These locations typically include a more limited supply of available space and exhibit high barriers to entry.
Class A+:
Premier Locations within primary submarkets (e.g., Kendall Square, Torrey Pines)
Adjacent toleadingUniversities/Instituteswith strong tech transfer(Stanford, MIT, Harvard, Scripps, etc.)
Urban setting with transit and retail amenities
Top sponsorship with strong financial backing, development track record and lab operations team
Ground-Up purpose-built new construction with robust MEP infrastructure, elevated design and on-site amenities
Class A
Located within primary submarkets (e.g., Seaport/Cambridge in Boston, UTC/Sorrento Mesa in San Diego)
Adjacency to established firms and institutes
Capable and adequately capitalized sponsors which have previously developed and operated life science product
Ground-up new construction and high-quality conversions that can accommodate a variety of flexible lab uses and functions
Class B
New construction of “lab capable” office shells and lower quality conversions
Located in secondary submarkets and unestablished locations
Experienced sponsors of other asset classes (office, industrial) but limited experience and track record in life science
Class C
Inexperienced sponsorship
Poor capitalization
Unestablished locations or poor micro-locations outside of the core submarkets
Lower quality conversions with functional and design limitations which significantly reduce pool of potential users
Tishman Speyer Real Estate Credit Strategies
1. Anchor Commitments: The $373.8M assumes total commitments of at least $600M are secured. As of Q2 2026, the Fund has secured $327M of available capital through both Fund investors and a separate account that was formed to co-invest alongside the Fund in each of its investments.
2. Target Gross IRR: Target returns have been prepared based on assumptions as to revenues, asset and fund-level expenses, cash flow, asset management fees, carried interest, occupancy, and related items. Targets shown are hypothetical and not guaranteed. Projections are inherently uncertain and depend upon, among other things, the reliability of the underlying assumptions, stable market conditions,and the probability of the occurrence of a complex series of future events. No representation or warranty is made regarding their accuracy, and additional information on risks and limitations is available upon request.”
3. Target Net IRR: Net returns reflect illustrative deductions for Tishman Speyer’s projected fees, carried interest, and, where applicable, subscription lines. Additional information on assumptions and methodology is available upon request.
4. Investment Thesis: There can be no assurances that the proposed strategy will be achieved.
5. The Strategy: Strategy is based on internal research and subject to change; no assurance of outcome is implied. All strategies carry risks, including market volatility, asset and liquidity risk, and macroeconomic factors.
6. Blended Gross IRR & Blended Gross EQM: Returns include pending and closed deals as of July 2026. Projected returns are based on assumptions regarding cash flows, leasing success, and market conditions. Projections are inherently uncertain and subject to risks and are not guaranteed. Actual performance may differ materially, and no representation or warranty is made regarding the accuracy of these assumptions. Subline financing has been used in certain cases.
7. Blended Net IRR” Footnote & Blended Net EQM: Returns include pending and closed deals as of July 2026. Reflects the hypothetical net return an investor might receive based on the subtraction of Tishman Speyer’s maximum projected spread (comprised of fees, expenses, incentive allocations, and where applicable, the use of a subline; together the “Hypothetical Spread”) for the relevant investment opportunity from the stated gross return. Hypothetical Spread is calculated for both IRRs at a spread of 266 bps and Equity Multiples at a spread of 0.18x based on rack rate terms. Actual spread will vary based on the final agreed upon structure, terms, and investment lifecycle. Further info regarding net returns is available upon request.
8. Rack Rate AM Fee: Reflects standard investor terms.
9. Rack Rate AM Fee; Promote / IRR Hurdle: Fees and expenses outlined herein are subject to the terms of the governing fund documents. Investors should carefully review such documents to understand the risks and costs associated with this investment. An investment in the Fund carries risk, including the potential for loss of principal.
Important Disclosures
Important Information for Recipients
Unless otherwise stated, the information presented herein has been prepared as of April 2026 and is subject to change.
No Offer to Accept Investments
This presentation is being provided to recipients by Tishman Speyer Properties, L.P., and its affiliates (“Tishman Speyer”) for informational purposes only. This presentation does not constitute an offer to sell or the solicitation of an offer to accept investment in the fund described herein (the “Fund”) or to purchase any security or investment product. Any such offer or solicitation may only be made by means of delivery of a Confidential Offering Memorandum of the Fund (the “Memorandum”) in accordance with the terms and conditions contemplated therein.
The Interests have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws or the laws of any foreign jurisdiction. The Interests will be offered and sold under the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder and other exemptions of similar import in the laws of the states and other jurisdictions where the offering will be made. The Interests will be illiquid, as there is no secondary market for interests in the Fund and none is expected to develop. The Interests will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the applicable statutes. In addition, such Interests may not be sold, transferred, assigned or hypothecated, in whole or in part, except as provided in the Fund’s organizational documents. Accordingly, investors should always be aware that they will be required to bear the financial risks of an investment in the Interests for an indefinite period of time. The fees and expenses charged in connection with an investment in the Fund may be higher than the fees and expenses of other investment alternatives and may offset profits. Investors should have the financial ability and willingness to accept the risk characteristics of the Fund’s investments. The Fund will not be registered as an investment company under the Investment Company Act of 1940 (the “Investment Company Act”). Consequently, investors will not be afforded the protections of the Investment Company Act.
Basis for Any Investment in Tishman Speyer
Any investment in the Fund will be accepted solely on the basis of the Memorandum and the relevant Limited Partnership Agreements and Subscription Agreement. Consequently, potential investors should not rely on this presentation, in whole or in part, in deciding whether or not to invest in the Fund (when offered). Any statements made in this presentation are subject to and qualified in their entirety by the terms of the Memorandum, the Limited Partnership Agreements and Subscription Agreement and, in the event of a conflict between this presentation and such terms, the terms contained in the Memorandum, the Limited Partnership Agreements and Subscription Agreement shall control. Potential investors should read carefully the Memorandum, Limited Partnership Agreements and Subscription Agreement prior to making a decision to invest in the Fund.
Each investor must conduct and rely on his, hers or its own evaluation of a fund and or the general partner of such fund, including the merits and risks involved in making an investment decision with respect to the Interests of the Fund.
Confidentiality
This presentation is confidential. Tishman Speyer provides this presentation to eligible investors on the basis that by accepting delivery of this presentation each recipient undertakes not to reproduce, distribute or disclose in whole or in part any of its contents (except to its professional advisors), without the prior written consent of Tishman Speyer, who the recipient agrees has the benefit of this undertaking. The recipient and its professional advisors will keep permanently confidential information contained herein and not already in the public domain. By accepting this presentation, the recipient also agrees to return it promptly upon request. If you are requested or required by law to disclose any of the information contained in this report, please contact Tishman Speyer as soon as possible after you receive notice of such request or requirement. Notwithstanding anything herein to the contrary, each recipient of this presentation, and each employee, representative or other agent of such recipient may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient by Tishman Speyer.
Eligible Investors
Investments in the Fund may be made only by “Eligible Investors”. To be an Eligible Investor requires an investor, among other things, to be aware of, to accept and to be able to bear the risks attaching to an investment in the Fund. Investors must also make certain representations regarding their status “qualified purchasers” for purposes of the U.S. Investment Company Act of 1940. In jurisdictions outside the United States this presentation is intended solely for institutional or otherwise qualified investors as defined under applicable local regulations.
Jurisdictional Disclosures
United States:
This presentation is intended solely for distribution to Qualified Purchasers (QPs) under the Investment Company Act of 1940. It is not an offer to sell or the solicitation of an offer to buy any securities. The Interests described herein have not been and will not be registered under the Securities Act or any state securities laws and will be offered and sold only to investors qualifying under applicable exemptions. Projected returns include both gross and net calculations as specified in the presentation. Investors should consult their legal and financial advisors regarding U.S. regulatory requirements and tax implications before making any investment decisions. Net performance figures shown in this presentation are modeled assuming deduction of the highest management fee and carried interest expected to be charged to investors in this offering (inclusive of expenses and, where applicable, the impact of a subscription line). Actual investor returns may differ.
No Reliance
Potential investors must not rely on the information contained in this presentation nor on its completeness. The information set out in this presentation may change materially due to updating, completion, revision, verification and amendment.
Other than as set forth in this presentation, no person has been authorized by Tishman Speyer to give any information or to make any statement or representation concerning the Fund. This presentation does not constitute a recommendation by Tishman Speyer or any of its affiliates that the Fund is a suitable investment for any recipient of this presentation.
Use of Artificial Intelligence
Tishman Speyer uses artificial intelligence (“AI”) tools, including AI applications that integrate with third-party software platforms, to support the preparation and review of certain materials. AI-generated content may have errors or omissions and contain information that is incomplete or lacking full context. However, AI is used to augment, not replace, the judgment of our professionals, and all investment decisions, client advice and portfolio management activities remain subject to review by qualified professionals.
Forward Looking Statements
This presentation contains certain forward-looking statements based on current expectations, estimates and projections about the industry and markets in which the Fund will operate, and Tishman Speyer’s beliefs and assumptions. Forward-looking statements can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “target”, “estimate”, “intend”, “continue” or “believe” (or the negatives thereof) or other variations thereof. These statements involve certain risks, uncertainties and assumptions which are difficult to predict. Consequently, such statements cannot be guarantees of future performance, and actual outcomes and returns may differ materially from statements, goals, targets, objectives and other forward-looking statements set forth herein. Real estate values are affected by a number of factors, including changes in the general economic climate, inflationary trends, competition, sponsor risks, credit quality, and the supply of and demand for property investments in the target markets, interest rate levels, the availability of financing, potential environmental liability and other risks associated with the ownership, development and acquisition of property, including risks that tenants will not take or remain in occupancy or pay rent, changes in the legal or regulatory environment, intercreditor disputes, defaulting borrowers, foreclosure risks, or that construction or management costs may be greater than anticipated. Prospective investors in the Fund should not rely on these forward-looking statements in deciding whether to invest in the Fund.
Past Performance and Projections
The information set out in this presentation has been prepared by Tishman Speyer based upon assumptions and research that Tishman Speyer believes reasonable and appropriate. Past performance of Tishman Speyer is not indicative nor a guarantee of the Fund’s results and no assurance can be made that profits will be achieved or that substantial losses will not be incurred. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Tishman Speyer. The information in this presentation is based upon management forecasts and reflects prevailing conditions and our views as of this date, all of which are subject to change. In preparing this presentation, Tishman Speyer has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to Tishman Speyer or which was otherwise reviewed by Tishman Speyer.
Tishman Speyer has provided information regarding certain potential investment opportunities it is currently evaluating on behalf of the Fund, but there can be no assurances any of these opportunities will be available to, or consummated on behalf of, the Fund. There also can be no assurances that other investment opportunities similar to those presented herein will be available to the Fund or that these investments if consummated or any future investments made by the Fund will achieve results commensurate with those stated herein.
You should also bear in mind that past targeted portfolio characteristics are not indicative of future portfolio characteristics and there can be no assurance that a Fund will have comparable portfolio characteristics or that target portfolio characteristics will be achieved.
Investments in debt instruments entail credit risks (i.e., the risk of non-payment of interest and principal) and market risks (i.e., the risk that certain market factors will cause the value of the instrument to decline). Mezzanine debt investments will typically be subordinated. Subordinated investments may be characterized by greater credit risks than those associated with the senior obligations of the same issuer. Such investments are inherently moresensitive than others to declines in revenues and to increases in expenses and interest rates.
In addition, there can be no assurance that unrealized investments will be realized at the valuations shown as actual realized returns will depend upon, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs, and the timing and manner of sale, all of which may differ from the assumptions on which the valuations contained herein are based.
The Fund represents a speculative investment and involves a high degree of risk. An investor could lose all or a substantial portion of its investment. No secondary market for interests in the Fund is expected to develop and there are restrictions on an investor’s ability to transfer interests in the Fund. An investment in Tishman Speyer is not transferable and does not provide any liquidity. The Fund’s portfolio may be concentrated in a limited number of investments. Concentration increases the risk of loss to the Fund. The Fund intends to employ leverage. The effect of the use of leverage by the Fund in a market that moves adversely to its investments could result in substantial losses to the Fund, which would be greater than if the Fund were not levered.
Unless otherwise stated, all IRRs and investment multiples are presented on a “gross” basis (i.e., they do not reflect the management fees, carried interest, taxes and allocable expenses that are borne by investors in the Fund, all of which will reduce returns and, in the aggregate, may be substantial). Net IRRs are after management fees, carried interest, taxes and allocable expenses. Nothing contained herein should be deemed to be a prediction or projection of future performance of a Fund. Prospective investors are encouraged to contact Tishman Speyer to discuss the procedures and methodologies used to calculate the investment returns and other information provided herein.
Tishman Speyer's SEC registration as an investment adviser does not constitute an endorsement of the firm by the SEC nor does it indicate that Tishman Speyer has attained a particular level of expertise or ability. No governmental authority has passed on the merits of the offering of interests in the Fund or the adequacy of the information contained herein. Any representation to the contrary is unlawful.
The distribution of the information contained herein in certain jurisdictions may be restricted and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Sports Teams and Universities Investment Club
1. Target IRR Gross: Projected returns have been prepared based on cash flow assumptions. Projections, including leasing success, are inherently subject to varying degrees of uncertainty and depend upon, among other things, the reliability of the underlying assumptions and the probability of the occurrence of a complex series of future events. No representation or warranty as to the accuracy of these assumptions is expressed or implied and additional info on the risks & limitations of using such projections in making investment decisions can be provided upon request.
2. Target IRR Net: Reflects the hypothetical net returns an investor could receive based on the subtraction of fees, expenses, and incentive allocations according to the terms outlined above.
3. Investment Thesis: There can be no assurances that the proposed strategy will be achieved.
4. The Strategy: Strategy is based on internal research and subject to change; no assurance of outcome is implied. All strategies carry risks, including market volatility, asset and liquidity risk, and macroeconomic factors.
5. Mixed-Use AUM; Development AUM: Represents current gross market value of all unrealized and partially realized investments and fee developments, plus uncalled capital across Tishman Speyer funds, co-investments, separate accounts, and joint ventures as well as assets for which Tishman Speyer provides property level management services ($51.6b of owned assets, $17.4b of managed and fee development assets). Includes investments made during the fourth quarter of 2025.
Important Disclosures
No Offer to Accept Investments
This presentation is being provided to recipients by Tishman Speyer Properties, L.P., and its affiliates (“Tishman Speyer”) for informational purposes only. This presentation does not constitute an offer to sell or the solicitation of an offer to accept investment in the vehicle described herein (the “Investment Opportunity”) or to purchase any security or investment product. Any such offer or solicitation may only be made by means of delivery of a Confidential Offering Memorandum of the Investment Opportunity (the “Memorandum”) in accordance with the terms and conditions contemplated therein.
No Reliance
Potential investors must not rely on the information contained in this presentation nor on its completeness. The information set out in this presentation may change materially due to updating, completion, revision, verification and amendment. Other than as set forth in this presentation, no person has been authorized by Tishman Speyer to give any information or to make any statement or representation concerning the Investment Opportunity . This presentation does not constitute a recommendation by Tishman Speyer or any of its affiliates that the Investment Opportunity is a suitable investment for any recipient of this presentation. In the event of any discrepancies between this presentation and the governing documents of the Investment Opportunity, the terms outlined in the Investment Opportunity’s governing documents shall prevail. Prospective investors are advised to refer to the Investment Opportunity's governing documents for full details and should consult their legal and financial advisors before making any investment decisions.
Basis for Any Investment in Tishman Speyer
Any investment in the Investment Opportunity will be accepted solely on the basis of the Memorandum and the relevant Limited Partnership Agreements and Subscription Agreement. Consequently, potential investors should not rely on this presentation, in whole or in part, in deciding whether or not to invest in the Investment Opportunity (when offered). Any statements made in this presentation are subject to and qualified in their entirety by the terms of the Memorandum, the Limited Partnership Agreements and Subscription Agreement and, in the event of a conflict between this presentation and such terms, the terms contained in the Memorandum, the Limited Partnership Agreements and Subscription Agreement shall control. Potential investors should read carefully the Memorandum, Limited Partnership Agreements and Subscription Agreement prior to making a decision to invest in the Investment Opportunity. The information contained in this presentation is provided as of March 2026, unless otherwise noted, and the delivery of this presentation at any time to any person shall not under any circumstances create an implication that such statements are correct as of any time subsequent to such date or create any obligation to update this presentation.
Confidentiality
This presentation is confidential. Tishman Speyer provides this presentation to eligible investors on the basis that by accepting delivery of this presentation each recipient undertakes not to reproduce, distribute or disclose in whole or in part any of its contents (except to its professional advisors), without the prior written consent of Tishman Speyer, who the recipient agrees has the benefit of this undertaking. The recipient and its professional advisors will keep permanently confidential information contained herein and not already in the public domain. By accepting this presentation, the recipient also agrees to return it promptly upon request. Notwithstanding anything herein to the contrary, each recipient of this presentation, and each employee, representative or other agent of such recipient may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient by Tishman Speyer.
Eligible Investors
Investments in themay be made only by “Eligible Investors”. To be an Eligible Investor requires an investor, among other things, to be aware of, to accept and to be able to bear the risks attaching to an investment in the Investment Opportunity. Investors must also make certain representations regarding their status as “accredited investors” for purposes of the U.S. Securities Act of 1933 and “qualified purchasers” for purposes of the U.S. Investment Company Act of 1940.
Notice to Canadian Investors
This presentation is distributed in Canada solely to institutional investors who qualify as “permitted clients” under Canadian securities laws. The issuer is not registered in any Canadian jurisdiction and is relying on exemptions from the registration requirements under applicable Canadian securities laws, including the international dealer exemption or international adviser exemption, as applicable. This presentation does not constitute an offer to sell or a solicitation of an offer to buy any security in any jurisdiction where such offer or solicitation is not permitted. Canadian investors may be required to complete a permitted client certification form. Securities distributed in Canada are subject to resale restrictions under applicable provincial securities laws. Canadian investors should consult their legal advisors regarding these restrictions.
Forward Looking Statements
This presentation contains certain forward-looking statements based on current expectations, estimates and projections about the industry and markets in which the Investment Opportunity will operate, and Tishman Speyer’s beliefs and assumptions. Forward-looking statements can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “target”, “estimate”, “intend”, “continue” or “believe” (or the negatives thereof) or other variations thereof. These statements involve certain risks, uncertainties and assumptions which are difficult to predict. Consequently, such statements cannot be guarantees of future performance, and actual outcomes and returns may differ materially from statements, goals, targets, objectives and other forward-looking statements set forth herein. Real estate values are affected by a number of factors, including changes in the general economic climate, inflationary trends, competition and the supply of and demand for property investments in the target markets, interest rate levels, the availability of financing, potential environmental liability and other risks associated with the ownership, development and acquisition of property, including risks that tenants will not take or remain in occupancy or pay rent, changes in the legal or regulatory environment, or that construction or management costs may be greater than anticipated.
Sustainability Risks
The Investment Opportunity’s Manager intends to integrate sustainability risks as part of its investment decision-making process for the Investment Opportunity. If appropriate for an investment, the Investment Opportunity’s Manager may conduct sustainability risk-related due diligence and/or take steps to mitigate sustainability risks and preserve the value of the investment. Further information on the manner in which sustainability risks are integrated into investment decisions, including any relevant policies, is available at: https://www.tishmanspeyer.com/stories/sustainable-by-design
Past Performance and Projections
The information set out in this presentation has been prepared by Tishman Speyer based upon assumptions and research that Tishman Speyer believes reasonable and appropriate. Past performance of Tishman Speyer is not indicative nor a guarantee of the ’s results and no assurance can be made that profits will be achieved or that substantial losses will not be incurred. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Tishman Speyer. The information in this presentation is based upon management forecasts and reflects prevailing conditions and our views as of this date, all of which are subject to change. In preparing this presentation, Tishman Speyer has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to Tishman Speyer or which was otherwise reviewed by Tishman Speyer. Future performance is subject to taxation which depends on the personal situation of each investor and which may change in the future.
The Investment Opportunity represents a speculative investment and involves a high degree of risk. An investor could lose all or a substantial portion of its investment. No secondary market for interests in theis expected to develop and there are restrictions on an investor’s ability to transfer interests in the Investment Opportunity. An investment in Tishman Speyer is not transferable and does not provide any liquidity. The Investment Opportunity’s portfolio may be concentrated in a limited number of investments. Concentration increases the risk of loss to the Investment Opportunity. The Investment Opportunity can employ leverage. The effect of the use of leverage by the Investment Opportunity in a market that moves adversely to its investments could result in substantial losses to the Investment Opportunity, which would be greater than if the Investment Opportunity were not levered.
The distribution of the information contained herein in certain jurisdictions may be restricted and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Targeted Returns
Target returns have been prepared based on assumptions as to revenues, asset and fund-level expenses, cash flow, asset management fees, carried interest, occupancy rates, and related items. Projections are inherently uncertain and depend upon, among other things, the reliability of the underlying assumptions and the probability of the occurrence of a complex series of future events. Variations in levels of occupancy and operating expenses can significantly affect the projections and the assumed outcome. No representation or warranty is made regarding their accuracy, and additional information on risks and limitations is available upon request. Higher leverage levels may amplify potential returns but also increase the risk of loss during adverse market conditions.
Artificial Intelligence
Tishman Speyer uses artificial intelligence (“AI”) tools, including AI applications that integrate with third-party software platforms, to support the preparation and review of certain materials. AI-generated content may have errors or omissions and contain information that is incomplete or lacking full context. However, AI is used to augment, not replace, the judgment of our professionals, and all investment decisions, client advice and portfolio management activities remain subject to review by qualified professionals.
Tishman Speyer U.S. Investment Club II
1.Target Gross IRR: Targeted/Projected IRR’s have been prepared based on revenue, expense, and cash flow assumptions. Projections are inherently subject to varying degrees of uncertainty and depend upon, among other things, the reliability of the underlying assumptions and the probability of the occurrence of a complex series of future events. Variations in levels of occupancy and operating expenses can significantly affect the projections and the assumed outcome. No representation or warranty as to the accuracy of these assumptions is expressed or implied and additional information on the risks and limitations of using such projections in making investment decisions can be provided promptly upon request. Please see the “Important Disclosures” for additional information on projections.
2. Target Net IRR: Reflects the hypothetical net returns an investor could have received based on the subtraction of Tishman Speyer’s historical hypothetical net spread (comprised of fees, expenses, incentive allocations, and, where applicable, the impact of a subscription line; together the “Hypothetical Spread”) from the stated gross return. Hypothetical Spread is calculated for both IRRs and Equity Multiples using the weighted (by net equity contribution) average of the spread resulting from fees, expenses, incentive allocations, and, where applicable, the impact of a subscription line incurred or expected to be incurred in connection with Tishman Speyer’s investment advisory services for a representative sample of investments (spanning asset classes and risk profiles, including both fund and non-fund investments) in its track record post-1997. Further information regarding net returns is available upon request. Past performance is not indicative of future results.
3. Investment Thesis: There can be no assurances that the proposed strategy will be achieved.
4. The Strategy: Strategy is based on internal research and subject to change; no assurance of outcome is implied. All strategies carry risks, including market volatility, asset and liquidity risk, and macroeconomic factors.
5. Value-Add and Development Expertise (Investments and Equity Deployed): Includes realized, partially realized and unrealized investments in U.S. development and value-added projects. Land parcels that were exited prior to development have been excluded.
6. Property Level IRR: Returns are calculated on a levered basis, are based on actual 100% asset level cash flows through December 31, 2025, and projected cash flows through the expected life of each of the investments.
7. Gross and Net EQM: Reflects the hypothetical net returns an investor could have received based on the subtraction of Tishman Speyer’s historical hypothetical net spread (comprised of fees, expenses, incentive allocations, and, where applicable, the impact of a subscription line; together the “Hypothetical Spread”) from the stated gross return. Hypothetical Spread is calculated for both IRRs and Equity Multiples using the weighted (by net equity contribution) average of the spread resulting from fees, expenses, incentive allocations, and, where applicable, the impact of a subscription line incurred or expected to be incurred in connection with Tishman Speyer’s investment advisory services for a representative sample of investments (spanning asset classes and risk profiles, including both fund and non-fund investments) in its track record post-1997. Further information regarding net returns is available upon request. Past performance is not indicative of future results.
Important Disclosures
No Offer to Accept Investments
This presentation is being provided to recipients by Tishman Speyer Properties, L.P., and its affiliates (“Tishman Speyer”) for informational purposes only. This presentation does not constitute an offer to sell or the solicitation of an offer to accept investment in the Project described herein (the “Project”) or to purchase any security or investment product. Any such offer or solicitation may only be made by means of delivery of a Confidential Offering Memorandum of the Project (the “Memorandum”) in accordance with the terms and conditions contemplated therein.
All monetary values referenced in this presentation are in U.S. dollars (USD) unless otherwise noted.
No Reliance
Potential investors must not rely on the information contained in this presentation nor on its completeness. The information set out in this presentation may change materially due to updating, completion, revision, verification and amendment. Other than as set forth in this presentation, no person has been authorized by Tishman Speyer to give any information or to make any statement or representation concerning the Project. This presentation does not constitute a recommendation by Tishman Speyer or any of its affiliates that the Project is a suitable investment for any recipient of this presentation. In the event of any discrepancies between this presentation and the governing documents of the Project, the terms outlined in the fund’s governing documents shall prevail. Prospective investors are advised to refer to the Project's governing documents for full details and should consult their legal and financial advisors before making any investment decisions.
Basis for Any Investment in Tishman Speyer
Any investment in the Project will be accepted solely on the basis of the Memorandum and the relevant Limited Partnership Agreements and Subscription Agreement. Consequently, potential investors should not rely on this presentation, in whole or in part, in deciding whether or not to invest in the Project (when offered). Any statements made in this presentation are subject to and qualified in their entirety by the terms of the Memorandum, the Limited Partnership Agreements and Subscription Agreement and, in the event of a conflict between this presentation and such terms, the terms contained in the Memorandum, the Limited Partnership Agreements and Subscription Agreement shall control. Potential investors should read carefully the Memorandum, Limited Partnership Agreements and Subscription Agreement prior to making a decision to invest in the Project. The information contained in this presentation is provided as of August 2025, unless otherwise noted, and the delivery of this presentation at any time to any person shall not under any circumstances create an implication that such statements are correct as of any time subsequent to such date or create any obligation to update this presentation.
Confidentiality
This presentation is confidential. Tishman Speyer provides this presentation to eligible investors on the basis that by accepting delivery of this presentation each recipient undertakes not to reproduce, distribute or disclose in whole or in part any of its contents (except to its professional advisors), without the prior written consent of Tishman Speyer, who the recipient agrees has the benefit of this undertaking. The recipient and its professional advisors will keep permanently confidential information contained herein and not already in the public domain. By accepting this presentation, the recipient also agrees to return it promptly upon request. Notwithstanding anything herein to the contrary, each recipient of this presentation, and each employee, representative or other agent of such recipient may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient by Tishman Speyer.
Eligible Investors
Investments in the Project may be made only by “Eligible Investors”. To be an Eligible Investor requires an investor, among other things, to be aware of, to accept and to be able to bear the risks attaching to an investment in the Project. Investors must also make certain representations regarding their status as “accredited investors” for purposes of the U.S. Securities Act of 1933 and “qualified purchasers” for purposes of the U.S. Investment Company Act of 1940.
Forward Looking Statements
This presentation contains certain forward-looking statements based on current expectations, estimates and projections about the industry and markets in which the Fund will operate, and Tishman Speyer’s beliefs and assumptions. Forward-looking statements can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “target”, “estimate”, “intend”, “continue” or “believe” (or the negatives thereof) or other variations thereof. These statements involve certain risks, uncertainties and assumptions which are difficult to predict. Consequently, such statements cannot be guarantees of future performance, and actual outcomes and returns may differ materially from statements, goals, targets, objectives and other forward-looking statements set forth herein. Real estate values are affected by a number of factors, including changes in the general economic climate, inflationary trends, competition and the supply of and demand for property investments in the target markets, interest rate levels, the availability of financing, potential environmental liability and other risks associated with the ownership, development and acquisition of property, including risks that tenants will not take or remain in occupancy or pay rent, changes in the legal or regulatory environment, or that construction or management costs may be greater than anticipated.
Sustainability Risks
The Project’s Manager intends to integrate sustainability risks as part of its investment decision-making process for the Project. If appropriate for an investment, the Project’s Manager may conduct sustainability risk-related due diligence and/or take steps to mitigate sustainability risks and preserve the value of the investment. Further information on the manner in which sustainability risks are integrated into investment decisions, including any relevant policies, is available at: https://www.tishmanspeyer.com/stories/sustainable-by-design
MIFID
This Project is exclusively targeted at professional investors as defined under MiFID II. It is not intended to be marketed or distributed, directly or indirectly, to retail clients. No investment advice is being provided, and no suitability assessment has been performed. Prospective investors should seek their own independent financial advice before making any investment decisions.
Notice to Investors in Germany
Interests in the Project may only be marketed to “professional investors” as defined in section 1(19) no. 32 of the German Capital Investment Code (KAGB). The Interests may neither directly nor indirectly be marketed to German semi-professional investors.
Notice to Investors in Switzerland
Distribution in Switzerland is exclusively to qualified investors as defined in the Swiss Collective Investment Schemes Act. The Project is organized under Delaware law and will not be registered with the Swiss Financial Market Supervisory Authority.
Past Performance and Projections
The information set out in this presentation has been prepared by Tishman Speyer based upon assumptions and research that Tishman Speyer believes reasonable and appropriate. Past performance of Tishman Speyer is not indicative nor a guarantee of the Fund’s results and no assurance can be made that profits will be achieved or that substantial losses will not be incurred. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Tishman Speyer. The information in this presentation is based upon management forecasts and reflects prevailing conditions and our views as of this date, all of which are subject to change. In preparing this presentation, Tishman Speyer has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to Tishman Speyer or which was otherwise reviewed by Tishman Speyer. Future performance is subject to taxation which depends on the personal situation of each investor and which may change in the future.
The Fund represents a speculative investment and involves a high degree of risk. An investor could lose all or a substantial portion of its investment. No secondary market for interests in the Fund is expected to develop and there are restrictions on an investor’s ability to transfer interests in the Fund. An investment in Tishman Speyer is not transferable and does not provide any liquidity. The Fund’s portfolio may be concentrated in a limited number of investments. Concentration increases the risk of loss to the Fund. The Fund intends to employ leverage. The effect of the use of leverage by the Fund in a market that moves adversely to its investments could result in substantial losses to the Fund, which would be greater than if the Fund were not levered.
The distribution of the information contained herein in certain jurisdictions may be restricted and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Class A
Class A as referred to in this presentation means newly developed or repositioned real estate designed to meet institutional standards, typically including strong locations, modern building systems, contemporary finishes, desirable tenant amenities, and market rents at the upper end of the local competitive set.
Ohio State Innovation District Phase 1B
1. Target Gross IRR: Projected performance metrics represent modeled underwriting assumptions for the Property based on asset-specific cash-flow forecasts, current market rents, debt terms, and operating-cost estimates as of June 2026. These results are illustrative and hypothetical, provided solely for institutional evaluation of a potential investment. There can be no assurances or warranties that the business plan and performance matrix as described in this presentation can be achieved as economic conditions, market conditions, and other events cannot be predicted with certainty. Gross returns are net of OSU’s capital participation of 0% up to 18%, 10% over 18%, and 20% over 20% LIRR.
2. Target Net IRR: Hypothetical net returns assume a commitment equal to 50% of the total equity requirement and are net of i) illustrative fees and expenses, ii) management fees equal to 80 bps on NAV, and iii) promote equal to 20% over an 8% preferred return with no catch-up.
3. Top Research University Partnership: National Center for Science and Engineering Statistics, “Universities Report 8.1% Growth in R&D Expenditures in FY 2024, Reaching over $117 Billion”, February 10, 2026.
4. Top Research University Partnership: All investments have the potential for loss. There is no guarantee that an investment strategy will be profitable.
5. High Growth Market: U.S. Census Bureau, 2025.
6. Strong Multifamily Fundamentals: CoStar, Yardi, and GreenStreet, Rent Data, 2020-2025 (2026).
Important Disclosures
No Offer to Accept Investments
This presentation is being provided to recipients by Tishman Speyer Properties, L.P., and its affiliates (“Tishman Speyer”) for informational purposes only. This presentation does not constitute an offer to sell or the solicitation of an offer to accept investment in the investment opportunity described herein (the “Investment”) or to purchase any security or investment product. Any such offer or solicitation may only be made by means of delivery of definitive, final investment documentation in accordance with the terms and conditions contemplated therein.
No Reliance
Potential investors must not rely on the information contained in this presentation nor on its completeness. The information set out in this presentation may change materially due to updating, completion, revision, verification and amendment. Other than as set forth in this presentation, no person has been authorized by Tishman Speyer to give any information or to make any statement or representation concerning the Investment. This presentation does not constitute a recommendation by Tishman Speyer or any of its affiliates that the Investment is a suitable investment for any recipient of this presentation. In the event of any discrepancies between this presentation and the definitive investment documents, the terms outlined in such investment documents shall prevail. Prospective investors are advised to refer to those documents for full details and should consult their legal and financial advisors before making any investment decisions.
Basis for Any Investment in Tishman Speyer
Any investment in the Investment will be accepted solely on the basis of final executed agreements and related documentation. Consequently, potential investors should not rely on this presentation, in whole or in part, in deciding whether or not to invest in the Investment (if pursued). Any statements made in this presentation are subject to and qualified in their entirety by the terms of such definitive documents and, in the event of a conflict between this presentation and such terms, the latter shall control. Potential investors should read carefully all final Investment Documents prior to making a decision to invest. The information contained in this presentation is provided as of May 2026, unless otherwise noted, and the delivery of this presentation at any time to any person shall not under any circumstances create an implication that such statements are correct as of any time subsequent to such date or create any obligation to update this presentation.
Confidentiality
This presentation is confidential. Tishman Speyer provides this presentation to eligible investors on the basis that by accepting delivery of this presentation each recipient undertakes not to reproduce, distribute or disclose in whole or in part any of its contents (except to its professional advisors), without the prior written consent of Tishman Speyer, who the recipient agrees has the benefit of this undertaking. The recipient and its professional advisors will keep permanently confidential information contained herein and not already in the public domain. By accepting this presentation, the recipient also agrees to return it promptly upon request. Notwithstanding anything herein to the contrary, each recipient of this presentation, and each employee, representative or other agent of such recipient may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient by Tishman Speyer.
Eligible Investors
Investments in this opportunity may be made only by “Eligible Investors.” To be an Eligible Investor requires an investor, among other things, to be aware of, to accept and to be able to bear the risks attaching to an investment in this Investment. Investors must also make certain representations regarding their status as Qualified Purchasers for purposes of the U.S. Investment Company Act of 1940.
Notice to Canadian Residents
This presentation is provided to Canadian investors under applicable exemptions from the prospectus requirements of Canadian securities laws. Securities described herein may not be offered or sold in Canada except in reliance on such exemptions, and resale restrictions may apply.
Canadian investors should be aware of the following considerations when investing in U.S.-based real estate:
Taxation: Investments may be subject to additional tax reporting obligations, withholding taxes, and cross-border compliance requirements.
Foreign Exchange Risk: Currency fluctuations may impact returns, and hedging strategies may not fully mitigate this risk.
Legal and Regulatory Compliance: Canadian securities laws may impose additional restrictions or disclosure obligations. Investors should consult independent legal and tax advisors to ensure compliance with applicable regulations and to assess the risks associated with investing in a U.S.-based real estate project.
Forward-Looking Statements
This presentation contains certain forward-looking statements based on current expectations, estimates and projections about the industry and markets in which the Investment will operate, and Tishman Speyer’s beliefs and assumptions. Forward-looking statements can be identified by the use of terms such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” (or the negatives thereof) or other variations thereof. These statements involve certain risks, uncertainties and assumptions which are difficult to predict. Consequently, such statements cannot be guarantees of future performance, and actual outcomes and returns may differ materially from statements, goals, targets, objectives and other forward-looking statements set forth herein. Forward-looking metrics such as IRR, equity multiple, and projected value appreciation are modeled underwriting results based on property-specific assumptions and are subject to change based on market conditions, rent control, tenant behavior, and financing outcomes. Real estate values are affected by numerous factors, including changes in the general economic climate, inflationary trends, competition, and the supply of and demand for property investments in the target markets, interest rate levels, the availability of financing, potential environmental liability and other risks associated with the ownership, development and acquisition of property. Assumptions about future rent reset rights or mark-to-market potential are based on current law and are subject to future change.
Artificial Intelligence Risks
Tishman Speyer uses artificial intelligence (“AI”) tools, including AI applications that integrate with third-party software platforms, to support the preparation and review of certain materials. AI-generated content may have errors or omissions and contain information that is incomplete or lacking full context. However, AI is used to augment, not replace, the judgment of our professionals, and all investment decisions, client advice and portfolio management activities remain subject to review by qualified professionals.
Sustainability Risks
The Investment Manager intends to integrate sustainability risks as part of its investment decision-making process. If appropriate for an investment, Tishman Speyer may conduct sustainability-related due diligence and/or take steps to mitigate sustainability risks and preserve the value of the investment. Further information on the manner in which sustainability risks are integrated into investment decisions, including any relevant policies, is available at: https://www.tishmanspeyer.com/stories/sustainable-by-design.
Past Performance and Projections
The information set out in this presentation has been prepared by Tishman Speyer based upon assumptions and research that Tishman Speyer believes reasonable and appropriate. Past performance of Tishman Speyer is not indicative nor a guarantee of future results and no assurance can be made that profits will be achieved or that substantial losses will not be incurred. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Tishman Speyer. The information in this presentation is based upon management forecasts and reflects prevailing conditions and our views as of this date, all of which are subject to change. In preparing this presentation, Tishman Speyer has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to Tishman Speyer or which was otherwise reviewed by Tishman Speyer. Future performance is subject to taxation which depends on the personal situation of each investor and which may change in the future. In cases where this presentation relates to a single-asset investment or equity recapitalization, prospective outcomes depend entirely on that asset’s financial performance, market position, and legal environment. These structures do not provide diversification and may be more sensitive to adverse economic or regulatory developments. The Investment represents a speculative investment and involves a high degree of risk. An investor could lose all or a substantial portion of its investment. No secondary market for interests in the Investment is expected to develop and there are restrictions on an investor’s ability to transfer interests. The Investment may employ leverage. The effect of the use of leverage in a market that moves adversely could result in substantial losses, which would be greater than if the Investment were not levered. The Investment may be concentrated in a limited number of assets or markets, which increases the risk of loss. The distribution of the information contained herein in certain jurisdictions may be restricted and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Hazelwood Green Residential Phase 1
1. Target Gross IRR: Projected performance metrics represent modeled underwriting assumptions for the Property based on asset-specific cash-flow forecasts, current market rents, debt terms, and operating-cost estimates as of January 2026. These results are illustrative and hypothetical, provided solely for institutional evaluation of a potential investment.
2. Target Net IRR: Hypothetical net returns assume a commitment equal to 50% of the total equity requirement and are net of i) illustrative fees and expenses, ii) management fees equal to 80 bps on NAV, and iii) promote equal to 20% over an 8% preferred return with no catch-up.
3. Strong Rent Growth: GreenStreet, Effective Rent Growth 2026-2030, May 2026 (2026).”
4. Significant Basis Advantage: References to replacement cost, basis advantages and comparable sales are based on internal underwriting assumptions and selected third-party market data as of Q2 2026 and are illustrative only.
Important Disclosures
Offer to Accept Investments
This presentation is being provided to recipients by Tishman Speyer Properties, L.P., and its affiliates (“Tishman Speyer”) for informational purposes only. This presentation does not constitute an offer to sell or the solicitation of an offer to accept investment in the investment opportunity described herein (the “Investment”) or to purchase any security or investment product. Any such offer or solicitation may only be made by means of delivery of definitive, final investment documentation in accordance with the terms and conditions contemplated therein.
No Reliance
Potential investors must not rely on the information contained in this presentation nor on its completeness. The information set out in this presentation may change materially due to updating, completion, revision, verification and amendment. Other than as set forth in this presentation, no person has been authorized by Tishman Speyer to give any information or to make any statement or representation concerning the Investment. This presentation does not constitute a recommendation by Tishman Speyer or any of its affiliates that the Investment is a suitable investment for any recipient of this presentation. In the event of any discrepancies between this presentation and the definitive investment documents, the terms outlined in such investment documents shall prevail. Prospective investors are advised to refer to those documents for full details and should consult their legal and financial advisors before making any investment decisions.
Basis for Any Investment in Tishman Speyer
Any investment in the Investment will be accepted solely on the basis of final executed agreements and related documentation. Consequently, potential investors should not rely on this presentation, in whole or in part, in deciding whether or not to invest in the Investment (if pursued). Any statements made in this presentation are subject to and qualified in their entirety by the terms of such definitive documents and, in the event of a conflict between this presentation and such terms, the latter shall control. Potential investors should read carefully all final Investment Documents prior to making a decision to invest. The information contained in this presentation is provided as of January 2026, unless otherwise noted, and the delivery of this presentation at any time to any person shall not under any circumstances create an implication that such statements are correct as of any time subsequent to such date or create any obligation to update this presentation.
Confidentiality
This presentation is confidential. Tishman Speyer provides this presentation to eligible investors on the basis that by accepting delivery of this presentation each recipient undertakes not to reproduce, distribute or disclose in whole or in part any of its contents (except to its professional advisors), without the prior written consent of Tishman Speyer, who the recipient agrees has the benefit of this undertaking. The recipient and its professional advisors will keep permanently confidential information contained herein and not already in the public domain. By accepting this presentation, the recipient also agrees to return it promptly upon request. Notwithstanding anything herein to the contrary, each recipient of this presentation, and each employee, representative or other agent of such recipient may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient by Tishman Speyer.
Eligible Investors
Investments in this opportunity may be made only by “Eligible Investors.” To be an Eligible Investor requires an investor, among other things, to be aware of, to accept and to be able to bear the risks attaching to an investment in this Investment. Investors must also make certain representations regarding their status as Qualified Purchasers for purposes of the U.S. Investment Company Act of 1940.
Notice to Canadian Residents
This presentation is provided to Canadian investors under applicable exemptions from the prospectus requirements of Canadian securities laws. Securities described herein may not be offered or sold in Canada except in reliance on such exemptions, and resale restrictions may apply.
Canadian investors should be aware of the following considerations when investing in U.S.-based real estate:
Taxation: Investments may be subject to additional tax reporting obligations, withholding taxes, and cross-border compliance requirements.
Foreign Exchange Risk: Currency fluctuations may impact returns, and hedging strategies may not fully mitigate this risk.
Legal and Regulatory Compliance: Canadian securities laws may impose additional restrictions or disclosure obligations. Investors should consult independent legal and tax advisors to ensure compliance with applicable regulations and to assess the risks associated with investing in a U.S.-based real estate project.
Forward-Looking Statements
This presentation contains certain forward-looking statements based on current expectations, estimates and projections about the industry and markets in which the Investment will operate, and Tishman Speyer’s beliefs and assumptions. Forward-looking statements can be identified by the use of terms such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” (or the negatives thereof) or other variations thereof. These statements involve certain risks, uncertainties and assumptions which are difficult to predict. Consequently, such statements cannot be guarantees of future performance, and actual outcomes and returns may differ materially from statements, goals, targets, objectives and other forward-looking statements set forth herein. Forward-looking metrics such as IRR, equity multiple, and projected value appreciation are modeled underwriting results based on property-specific assumptions and are subject to change based on market conditions, rent control, tenant behavior, and financing outcomes. Real estate values are affected by numerous factors, including changes in the general economic climate, inflationary trends, competition, and the supply of and demand for property investments in the target markets, interest rate levels, the availability of financing, potential environmental liability and other risks associated with the ownership, development and acquisition of property. Assumptions about future rent reset rights or mark-to-market potential are based on current law and are subject to future change.
Past Performance and Projections
The information set out in this presentation has been prepared by Tishman Speyer based upon assumptions and research that Tishman Speyer believes reasonable and appropriate. Past performance of Tishman Speyer is not indicative nor a guarantee of the project’s results and no assurance can be made that profits will be achieved or that substantial losses will not be incurred. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Tishman Speyer. The information in this presentation is based upon management forecasts and reflects prevailing conditions and our views as of this date, all of which are subject to change. In preparing this presentation, Tishman Speyer has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to Tishman Speyer or which was otherwise reviewed by Tishman Speyer. Future performance is subject to taxation which depends on the personal situation of each investor and which may change in the future.
The Investment Opportunity represents a speculative investment and involves a high degree of risk. An investor could lose all or a substantial portion of its investment. No secondary market for interests in the is expected to develop and there are restrictions on an investor’s ability to transfer interests in the Investment Opportunity. An investment in Tishman Speyer is not transferable and does not provide any liquidity. The Investment Opportunity’s portfolio may be concentrated in a limited number of investments. Concentration increases the risk of loss to the Investment Opportunity. The Investment Opportunity can employ leverage. The effect of the use of leverage by the Investment Opportunity in a market that moves adversely to its investments could result in substantial losses to the Investment Opportunity, which would be greater than if the Investment Opportunity were not levered.
The distribution of the information contained herein in certain jurisdictions may be restricted and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Targeted Returns
Target returns have been prepared based on assumptions as to revenues, asset and fund-level expenses, cash flow, asset management fees, carried interest, occupancy rates, and related items. Projections are inherently uncertain and depend upon, among other things, the reliability of the underlying assumptions and the probability of the occurrence of a complex series of future events. Variations in levels of occupancy and operating expenses can significantly affect the projections and the assumed outcome. No representation or warranty is made regarding their accuracy, and additional information on risks and limitations is available upon request. Higher leverage levels may amplify potential returns but also increase the risk of loss during adverse market conditions.
Artificial Intelligence Risks
Tishman Speyer uses artificial intelligence (“AI”) tools, including AI applications that integrate with third-party software platforms, to support the preparation and review of certain materials. AI-generated content may have errors or omissions and contain information that is incomplete or lacking full context. However, AI is used to augment, not replace, the judgment of our professionals, and all investment decisions, client advice and portfolio management activities remain subject to review by qualified professionals.
Sustainability Risks
The Investment Manager intends to integrate sustainability risks as part of its investment decision-making process. If appropriate for an investment, Tishman Speyer may conduct sustainability-related due diligence and/or take steps to mitigate sustainability risks and preserve the value of the investment. Further information on the manner in which sustainability risks are integrated into investment decisions, including any relevant policies, is available at: https://www.tishmanspeyer.com/stories/sustainable-by-design.
99 Hudson Boulevard
1.Target Gross IRR: Targeted/Projected IRR’s have been prepared based on revenue, expense, and cash flow assumptions. Projections are inherently subject to varying degrees of uncertainty and depend upon, among other things, the reliability of the underlying assumptions and the probability of the occurrence of a complex series of future events. Variations in levels of occupancy and operating expenses can significantly affect the projections and the assumed outcome. No representation or warranty as to the accuracy of these assumptions is expressed or implied and additional information on the risks and limitations of using such projections in making investment decisions can be provided promptly upon request. Please see the “Important Disclosures” for additional information on projections.
2. Target Net IRR: Reflects the hypothetical net returns an investor could receive based on the subtraction of Tishman Speyer’s fees, expenses, incentive allocations. Fees assume investor’s commitment is $100M+. Further information regarding net returns is available upon request. Past performance is not indicative of future results.
3. Hudson Yards Class A Availability: Savills, Manhattan Office Report, Q1 2026.
4. Hudson Yards Class A Availability: Hudson Yards represents Class A office buildings greater than 1 million square feet and built no earlier than 2010, except 5 Manhattan West, which was built in 1969 and renovated in 2018. Data per CoStar as of June 2026.
Important Disclosures
No Offer to Accept Investments
This presentation is being provided to recipients by Tishman Speyer Properties, L.P., and its affiliates (“Tishman Speyer”) for informational purposes only. This presentation does not constitute an offer to sell or the solicitation of an offer to accept investment in the fund described herein (the “Fund”) or to purchase any security or investment product. Any such offer or solicitation may only be made by means of delivery of a Confidential Offering Memorandum of the Fund (the “Memorandum”) in accordance with the terms and conditions contemplated therein.
No Reliance
Potential investors must not rely on the information contained in this presentation nor on its completeness. The information set out in this presentation may change materially due to updating, completion, revision, verification and amendment. Other than as set forth in this presentation, no person has been authorized by Tishman Speyer to give any information or to make any statement or representation concerning the Fund. This presentation does not constitute a recommendation by Tishman Speyer or any of its affiliates that the Fund is a suitable investment for any recipient of this presentation. In the event of any discrepancies between this presentation and the governing documents of the fund, the terms outlined in the fund’s governing documents shall prevail. Prospective investors are advised to refer to the fund's governing documents for full details and should consult their legal and financial advisors before making any investment decisions.
Basis for Any Investment in Tishman Speyer
Any investment in the Fund will be accepted solely on the basis of the Memorandum and the relevant Limited Partnership Agreements and Subscription Agreement. Consequently, potential investors should not rely on this presentation, in whole or in part, in deciding whether or not to invest in the Fund (when offered). Any statements made in this presentation are subject to and qualified in their entirety by the terms of the Memorandum, the Limited Partnership Agreements and Subscription Agreement and, in the event of a conflict between this presentation and such terms, the terms contained in the Memorandum, the Limited Partnership Agreements and Subscription Agreement shall control. Potential investors should read carefully the Memorandum, Limited Partnership Agreements and Subscription Agreement prior to making a decision to invest in the Fund. The information contained in this presentation is provided as of Q2 2026, unless otherwise noted, and the delivery of this presentation at any time to any person shall not under any circumstances create an implication that such statements are correct as of any time subsequent to such date or create any obligation to update this presentation.
Confidentiality
This presentation is confidential. Tishman Speyer provides this presentation to eligible investors on the basis that by accepting delivery of this presentation each recipient undertakes not to reproduce, distribute or disclose in whole or in part any of its contents (except to its professional advisors), without the prior written consent of Tishman Speyer, who the recipient agrees has the benefit of this undertaking. The recipient and its professional advisors will keep permanently confidential information contained herein and not already in the public domain. By accepting this presentation, the recipient also agrees to return it promptly upon request. Notwithstanding anything herein to the contrary, each recipient of this presentation, and each employee, representative or other agent of such recipient may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient by Tishman Speyer.
Eligible Investors
Investments in the Fund may be made only by “Eligible Investors”. To be an Eligible Investor requires an investor, among other things, to be aware of, to accept and to be able to bear the risks attaching to an investment in the Fund. Investors must also make certain representations regarding their status as “accredited investors” for purposes of the U.S. Securities Act of 1933 and “qualified purchasers” for purposes of the U.S. Investment Company Act of 1940.
Notice to Canadian Investors
This presentation is distributed in Canada solely to institutional investors who qualify as “permitted clients” under Canadian securities laws. The issuer is not registered in any Canadian jurisdiction and is relying on exemptions from the registration requirements under applicable Canadian securities laws, including the international dealer exemption or international adviser exemption, as applicable. This presentation does not constitute an offer to sell or a solicitation of an offer to buy any security in any jurisdiction where such offer or solicitation is not permitted. Canadian investors may be required to complete a permitted client certification form. Securities distributed in Canada are subject to resale restrictions under applicable provincial securities laws. Canadian investors should consult their legal advisors regarding these restrictions.
Forward Looking Statements
This presentation contains certain forward-looking statements based on current expectations, estimates and projections about the industry and markets in which the Fund will operate, and Tishman Speyer’s beliefs and assumptions. Forward-looking statements can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “target”, “estimate”, “intend”, “continue” or “believe” (or the negatives thereof) or other variations thereof. These statements involve certain risks, uncertainties and assumptions which are difficult to predict. Consequently, such statements cannot be guarantees of future performance, and actual outcomes and returns may differ materially from statements, goals, targets, objectives and other forward-looking statements set forth herein. Real estate values are affected by a number of factors, including changes in the general economic climate, inflationary trends, competition and the supply of and demand for property investments in the target markets, interest rate levels, the availability of financing, potential environmental liability and other risks associated with the ownership, development and acquisition of property, including risks that tenants will not take or remain in occupancy or pay rent, changes in the legal or regulatory environment, or that construction or management costs may be greater than anticipated.
Sustainability Risks
The Fund’s Manager intends to integrate sustainability risks as part of its investment decision-making process for the Fund. If appropriate for an investment, the Fund’s Manager may conduct sustainability risk-related due diligence and/or take steps to mitigate sustainability risks and preserve the value of the investment. Further information on the manner in which sustainability risks are integrated into investment decisions, including any relevant policies, is available at: https://www.tishmanspeyer.com/stories/sustainable-by-design
Artificial Intelligence Risks
Tishman Speyer uses artificial intelligence (“AI”) tools, including AI applications that integrate with third-party software platforms, to support the preparation and review of certain materials. AI-generated content may have errors or omissions and contain information that is incomplete or lacking full context. However, AI is used to augment, not replace, the judgment of our professionals, and all investment decisions, client advice and portfolio management activities remain subject to review by qualified professionals.
Past Performance and Projections
The information set out in this presentation has been prepared by Tishman Speyer based upon assumptions and research that Tishman Speyer believes reasonable and appropriate. Past performance of Tishman Speyer is not indicative nor a guarantee of the Fund’s results and no assurance can be made that profits will be achieved or that substantial losses will not be incurred. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Tishman Speyer. The information in this presentation is based upon management forecasts and reflects prevailing conditions and our views as of this date, all of which are subject to change. In preparing this presentation, Tishman Speyer has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to Tishman Speyer or which was otherwise reviewed by Tishman Speyer. Future performance is subject to taxation which depends on the personal situation of each investor and which may change in the future.
The Fund represents a speculative investment and involves a high degree of risk. An investor could lose all or a substantial portion of its investment. No secondary market for interests in the Fund is expected to develop and there are restrictions on an investor’s ability to transfer interests in the Fund. An investment in Tishman Speyer is not transferable and does not provide any liquidity. The Fund’s portfolio may be concentrated in a limited number of investments. Concentration increases the risk of loss to the Fund. The Fund intends to employ leverage. The effect of the use of leverage by the Fund in a market that moves adversely to its investments could result in substantial losses to the Fund, which would be greater than if the Fund were not levered.
The distribution of the information contained herein in certain jurisdictions may be restricted and, accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
The Spiral
1. The Spiral: Terms such as “Core,” and “Trophy” are used descriptively and do not imply rankings, guarantees, or risk classification.
2. Target Gross IRR: Projected IRRs and return metrics are based on forward-looking assumptions that may not materialize. Returns shown are gross of fees, JV expenses, and carried interest, unless otherwise stated. Reflects a 3Q 2026 acquisition at stated purchase price and illustrative projected sale in 1Q 2036 at a 4.50% exit cap rate, utilizing unabated taxes while adding back the NPV of remaining PILOT abatement to derive reversion value. These are hypothetical projections based on modeling assumptions. Net figures reflect estimated outcomes and are not actual investor returns.
3. Target Net IRR: Reflects hypothetical net returns investor could receive based on the subtraction of Tishman Speyer’s net spread (comprised of fees, JV expenses and incentive allocations) from stated gross return. 5 Cash-on-cash yield is calculated by dividing projected distributable cash flows to investors during the hold period by the net equity invested (net of 2030 refinancing proceeds). Assumes that the partnership refinances in 2030 at a 7.00% debt yield and an all-in fixed rate of 5.50%. This refinancing is projected to result in an ~$33M distribution to the partnership, reducing the net equity basis at that time.
4. Asset Overview: Terms such as “Premier” and “Trophy” are used descriptively and do not imply rankings, guarantees, or risk classification.
5. Asset Overview, Asset Facts, Long-Term Cash Profile: Figures based on the underwritten rent roll as of 1Q 2026.
6. Premier Hudson Yards Location: Terms such as “Premier” and “Class A” are used descriptively and do not imply rankings, guarantees, or risk classification.”
7. Hudson Yards Class A Availability: Savills, Manhattan Office Report, Q1 2026.
8. Hudson Yards Class A Availability: Represents Class A office buildings greater than 1 million square feet and built no earlier than 2010, except 5 Manhattan West, which was built in 1969 and renovated in 2018. Data per CoStar as of June 2026.
9. Embedded Rental Upside: Reflects discount to Spiral’s MLA rent comparables as of Q2 2026.
Important Disclosures
No Offer to Accept Investments
This presentation is being provided to recipients by Tishman Speyer Properties, L.P., and its affiliates (“Tishman Speyer”) for informational purposes only. This presentation does not constitute an offer to sell or the solicitation of an offer to accept investment in the project described herein (the “Project”) or to purchase any security or investment product. Any such offer or solicitation may only be made by means of delivery of a Confidential Offering Memorandum of the Project (the “Memorandum”) in accordance with the terms and conditions contemplated therein.
Eligible Investors
Investments in the Project may be made only by “Eligible Investors.” To be an Eligible Investor requires an investor, among other things, to be aware of, to accept and to be able to bear the risks attaching to an investment in the Project. Investors must also make certain representations regarding their status as “accredited investors” for purposes of the U.S. Securities Act of 1933 and “qualified purchasers” for purposes of the U.S. Investment Company Act of 1940.
No Reliance
Potential investors must not rely on the information contained in this presentation or its completeness. The information set out in this presentation may change materially due to updating, completion, revision, verification and amendment. Other than as set forth in this presentation, no person has been authorized by Tishman Speyer to give any information or to make any statement or representation concerning the Project. This presentation does not constitute a recommendation by Tishman Speyer or any of its affiliates that the Project is a suitable investment for any recipient of this presentation. In the event of any discrepancies between this presentation and the governing documents of the Project, the terms outlined in the Project’s governing documents shall prevail. Prospective investors are advised to refer to the Project’s governing documents for full details and to consult their legal and financial advisors before making any investment decisions.
Basis for Any Investment in Tishman Speyer
Any investment in the Project will be accepted solely on the basis of the Memorandum and the relevant Limited Partnership Agreements and Subscription Agreement. Consequently, potential investors must rely on the information contained in the Memorandum and not this presentation in making their investment decision. Any statements in this presentation are subject to and qualified in their entirety by the terms of the Memorandum, the Limited Partnership Agreements and Subscription Agreement, and, in the event of a conflict between this presentation and such terms, the terms contained in the Memorandum, the Limited Partnership Agreements and Subscription Agreement will prevail. Potential investors should read carefully the Memorandum, Limited Partnership Agreements and Subscription Agreement prior to making a decision to invest in the Project. The information contained in this presentation is provided as of Q1 2026, unless otherwise noted, and the delivery of this presentation at any time to any person shall not under any circumstances create an implication that such statements are correct as of any time subsequent to such date or create any obligation to update this presentation.
Confidentiality
This presentation is confidential. Tishman Speyer provides this presentation to eligible investors on the basis that by accepting delivery of this presentation each recipient undertakes not to reproduce, distribute or disclose in whole or in part any of its contents (except to its professional advisors), without the prior written consent of Tishman Speyer, who the recipient acknowledges has the benefit of this undertaking. The recipient and its professional advisors will keep permanently confidential information contained herein and not already in the public domain. By accepting this presentation, the recipient further agrees not to use the information herein to compete with, bypass, or otherwise seek to circumvent the Project or any of its investments. Notwithstanding anything herein to the contrary, each recipient of this presentation may disclose to any and all persons, without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to such recipient relating to such tax treatment and tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to such recipient by Tishman Speyer.
Forward Looking Statements
This presentation contains certain forward-looking statements, expectations, estimates and projections about the industry and markets in which the Project will operate, and Tishman Speyer’s beliefs and assumptions. Forward-looking statements can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “anticipate”, “project”, “target”, “estimate”, “intend”, “continue” or “believe” (or the negatives thereof) and variations thereof. These statements involve certain risks, uncertainties and assumptions which are difficult to predict. Consequently, such statements cannot be guarantees of future performance, and actual outcomes and returns may differ materially from those set forth herein. Real estate values are affected by a number of factors, including changes in the broader economic climate, inflationary trends, competition and the supply of and demand for property investments in the target markets, interest rate levels, the availability of financing, potential environmental liability and other risks associated with the ownership, development and acquisition of property, including risks that tenants will not take or remain in occupancy or pay rent, changes in the legal or regulatory environment, or that construction or management costs may be greater than anticipated.
Sustainability Risks
The Project’s Manager intends to integrate sustainability risks as part of its investment decision-making process for the Project. If appropriate for an investment, the Project’s Manager may conduct sustainability risk-related due diligence and/or take steps to mitigate sustainability risks and preserve the value of the investment. Further information on the manner in which sustainability risks are integrated into investment decisions, including any relevant policies, is available at: https://www.tishmanspeyer.com/stories/sustainable-by-design
Past Performance and Projections
The information set out in this presentation has been prepared by Tishman Speyer based upon assumptions and research that Tishman Speyer believes reasonable and appropriate. Past performance of Tishman Speyer is not indicative nor a guarantee of the Project’s results and no assurance can be made that profits will be achieved or that losses will not be incurred. This presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Tishman Speyer. The information in this presentation is based upon available market and economic data and on facts believed accurate as of the date hereof, which are subject to change. In preparing this presentation, Tishman Speyer has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to Tishman Speyer or which was otherwise reviewed by Tishman Speyer. Future performance is subject to taxation which depends on the personal situation of each investor and which may change in the future.
The Project represents a speculative investment and involves a high degree of risk. An investor could lose all or a substantial portion of its investment. No secondary market for interests in the Project is expected to develop and there are restrictions on an investor’s ability to transfer interests in the Project. An investment in Tishman Speyer is not liquid and does not provide any liquidity. The Project’s portfolio may be concentrated in a limited number of investments. Concentration increases the risk of loss to the Project. The Project intends to employ leverage. The effect of the use of leverage by the Project in a market that moves adversely to its investments could result in substantial losses to the Project, which would be greater than if the Project were not levered.
The distribution of the information contained herein in certain jurisdictions may be restricted, and accordingly, it is the responsibility of any recipient to satisfy itself as to compliance with relevant laws and regulations.
Artificial Intelligence Risks
Tishman Speyer uses artificial intelligence (“AI”) tools, including AI applications that integrate with third-party software platforms, to support the preparation and review of certain materials. AI-generated content may have errors or omissions and contain information that is incomplete or lacking full context. However, AI is used to augment, not replace, the judgment of our professionals, and all investment decisions, client advice and portfolio management activities remain subject to review by qualified professionals.