When the Manager or Investment Adviser proposes a project purchase or when the Partnership reviews a proposal, there is potential for conflicts of interest to arise. The Partnership proposes to deal with such potential conflicts as follows:

All Directors of the Partnership and the Manager and Adviser have entered into various nondisclosure, confidentiality and non-competition agreements to preserve the confidentiality and commercial potential of prospective investments.

The Manager and Investment Adviser may not during the term of the Management Agreement and the Investment Adviser Agreement manage or provide advice in relation to other Partnership(s) or investment companies, the principal objectives of which are to invest in real estate assets worldwide, and which significantly compete directly with the Partnership in business, geographical coverage or in any other way unless either at least 75 per cent of the Partnership's capital is invested or committed for investment in real estate assets or the Board of the Partnership comprising directors independent of the Manager or Investment Adviser have approved such appointment.

The Partnership may not invest in assets owned, advised or managed by the Manager or Investment Adviser or any subsidiaries or affiliates of the Manager or Investment Adviser until these interests have been disclosed to the Board of the Partnership.

The Manager and Investment Adviser will ensure that the Partnership has the opportunity to participate in investment opportunities which are consistent with the Investment Guidelines and which known to them during the term of the Management Agreement Adviser Agreement.

Where a Board member, the Manager or the Investment Adviser has any involvement in a proposed investment or in a related competing business, such as is likely to affect their judgment of the proposal, the involvement will be declared to the Board of Directors. The Board will decide by simple majority whether the involvement is sufficient to preclude the party concerned from further involvement in the investment decision. The disclosure and further considerations will be recorded in the minutes of the relevant meeting.

Where the Investment Adviser is representing a third party vendor to the Partnership, the involvement will be declared to the Board of Directors. The Board will decide by simple majority whether to preclude the Investment Adviser concerned from further involvement in the investment decision. The disclosure and further considerations will be recorded in the minutes of the relevant meeting.