Carlyle Realty Partners VIII June 30, 2019 Update

Carlyle Realty Partners VIII Volume 1

June 30, 2019 Update

TRADE SECRET AND STRICTLY CONFIDENTIAL

The information contained herein is confidential, and may not be disclosed, reproduced or used in whole or in part for any purpose other than monitoring or assessing the recipient’s existing or potential investments with The Carlyle Group.

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII June 30, 2019 Update

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII June 30, 2019 Update

PRIVACY NOTICE

As part of our compliance with the provisions of certain privacy regulations issued by the United States federal government, we are required to provide individual investors with notice of our firm’s policies and practices relating to the use and sharing of your personal information. We are committed to maintaining the confidentiality, integrity and security of our current and former investors’ non-public information. Accordingly, we have developed internal policies to protect confidentiality while allowing investors’ needs to be met. We will not disclose any non-public personal information about investors who are individuals, except to our affiliates and service providers as allowed by applicable law or regulation. In the normal course of serving our investors, information we collect may be shared with companies that perform various services such as our accountants, attorneys and third-party administrators. Specifically, we may disclose to these service providers non- public personal information including:

 Information we receive on subscription agreements or other forms, such as name, address, account number and the types and amounts of investments; and

 Information about transactions with us or our affiliates, such as participation in other investment programs, ownership of certain types of accounts or other account data.

Any party that receives this information will use it only for the services required by us and as allowed by applicable law or regulation, and is not permitted to share or use this information for any other purpose. To protect the personal information of individuals, we permit access only by authorized employees who need access to that information to provide services to the fund and its investors. In order to guard investors’ non-public personal information, we maintain physical, electronic and procedural safeguards that comply with U.S. federal standards. An individual investor’s right to privacy extends to all forms of contact with us, including telephone, written correspondence and electronic media, such as the Internet. Please be assured that we are committed to protecting the privacy of non-public information about you.

Sincerely,

The Carlyle Group

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII June 30, 2019 Update

THE CARLYLE GROUP NOTICE OF PROXY VOTING POLICIES AND PROCEDURES

The Securities and Exchange Commission (the "SEC") recently adopted Rule 206(4)-6 (the “Rule”), which requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. Carlyle Investment Management, L.L.C., a registered investment adviser (the “Adviser”), provides investment advisory services to private investment funds (each, a “Fund” and collectively, the “Funds”), certain of which you may be an investor in, whose investment program involves investing Fund assets in securities generally through privately negotiated transactions. Because the Adviser may be deemed to have authority to vote proxies relating to the portfolio companies in which the Funds invest on behalf of its clients (i.e. the Funds) the Adviser has adopted a set of policies and procedures (together, the “Policy”) in compliance with the Rule. To the extent the Adviser exercises or is deemed to be exercising voting authority over Fund securities, the Adviser’s general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, “proxies”) in a manner that serves the best interest of the Fund, as determined by the Adviser in its discretion, taking into account factors described in the Policy. The Policy also contains other more specific policies that the Adviser intends to follow with respect to various routine and non-routine related matters. Investors may request a copy of the Policy and the voting records relating to proxies as provided by the Rule by contacting the Adviser.

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII June 30, 2019 Update

Notice to Partners This Carlyle Realty Fund VIII June 30, 2019 Update (the “Update”) is furnished on a confidential basis to the investors of Carlyle Realty Partners VIII, L.P. and its parallel funds (collectively, the “Fund”) for the purpose of providing existing investors with certain information about the Fund. This Update does not constitute an offer to sell or the solicitation of an offer to buy any securities. This Update and the information contained herein must be held strictly confidential and not reproduced or used in whole or in part for any purpose other than in connection with monitoring your investment in the Fund and is subject to the Fund’s confidentiality provisions. This Update must be returned to Carlyle upon request. Statements contained in this Update that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of Carlyle. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. Certain information contained in this Update constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may”, “can”, “will”, “would”, “should”, “seek”, “expect”, “anticipate”, “project”, “target”, “estimate”, “intend”, “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Fund or its investments may differ materially from those reflected or contemplated in such forward-looking statements. Economic and market data and other information regarding the financial and operating information of the properties in which the Fund has invested that are contained in this Update have been obtained either from published sources prepared by third parties or from the operators and other sponsors of such properties. While such sources are believed to be reliable, neither the Fund, Carlyle nor their affiliates and employees assumes any responsibility for the accuracy or completeness of such information. As a general matter, such information has not been updated through the date hereof and is subject to change. This Update contains detailed summary information regarding the Fund’s investments. There can be no assurance that Carlyle or any of the operators or sponsors of the investments described herein will be able to implement their current or future business plans or retain key management personnel, or that any potential investment or exit opportunities or other transactions described will be available to or consummated by the Fund. Statements contained in the Update, including the investment rationale and criteria, are based on expectations, estimates, projections, opinions and beliefs (including, without limitation, statements regarding the real estate and financial markets generally and the future performance of specific investments) and accordingly, actual events and results may differ from those contemplated.

While Carlyle’s projected returns are based on assumptions that Carlyle believes are reasonable under the circumstances, the actual realized returns on the Fund’s unrealized investments will depend on, among other factors, future operating results, market conditions and the value of the assets at the time of disposition, any related transactions costs, and the timing and manner of sale, all of which may differ from the assumptions and circumstances on which Carlyle’s projections are based. Accordingly, the actual realized returns on these unrealized investments may differ materially from the projected returns indicated herein.

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII June 30, 2019 Update

Table of Contents Volume 1 Letter to Our Partners i Fund Equity by Sector iii Summary Investment Schedule v Multifamily Residential 1 4125 Chestnut 3 4233 Chestnut 7 Alexan - Esplanade 11 Alexan - Gateway 15 Alexan - Oak Grove 19 Alexan - Spring Crossing II 23 Alexan - Springdale 27 Allure at Gateway 31 Alta Spring Creek 35 Aspire Westside 39 Aura Riverside 43 Aura Stone Oak 47 AVE Blue Bell 51 Avonlea Reynolds 55 Broadstone 15th Street Flats 59 Broadstone Barker Cypress 63 Broadstone Heathrow 67 Broadstone Museum District 71 Broadstone Norcross 75 Broadstone Sawyer Arts 79 Broadstone Studemont 83 Broadstone Sugar Hill 87 Broadstone Vintage Park 91 Broadstone Waterworks 95 Caprock Crossing 99 Carroll - Trinity Residences 103 Chance - San Marco 107 Cross Creek 111 District at Chandler 115 Eastside Station 119 Elysian at Cimarron 123 Elysian at the Palms 127 Epoch - Flora Ridge 131 Epoch - Palm Parkway 135 Euless Park Drive 139 Greystar - Elan Powers Ferry 143 Greystar - The Preserve 147

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII June 30, 2019 Update

Volume 2 Multifamily Residential (continues) 151 Haven - Highland Knolls 153 Haven - Westheimer 157 Haven on Tucker 161 Homewood Banks 165 Midland Briarwood 169 Munroe Street Apartments 173 NRP - Bradenton 177 NRP - Village at Lewisville 181 Olea at Nocatee 185 Olea at Viera 189 Retreat at Creekside 193 Rosery Largo 197 Shiloh Crossing 201 Slate - Cedar Park 205 Slate - Clay Road 209 Solis Berewick 213 Solis Cary 217 Solis Parkview Phase II 221 Solis Town Center Phase II 225 StreetLights - Frisco III 229 StreetLights - The Kathryn 233 StreetLights - Viridian Town Center 237 The Jameson 241 Wall Street Lofts 245 Woodford on Mockingbird 249 For-Sale Residential 253 Riverfront Village 255 Student Housing 259 Haven - Fayetteville 261 Opus - University of Illinois 265 The Standard - New Brunswick 269 Office 273 33 New York Avenue 275 Court Square West 279 KSP - Mountain Road 283 Self-Storage 287 NitNeil Portfolio 289 SP - 141 King Street 293 SP - 507 Osborn Street 297 StorQuest Portfolio 301

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII June 30, 2019 Update

Volume 3 Industrial 309 CHI - Mark IV 311 CHI - New Salem Road 315 CHI - Randalls Houston 319 CHI - Southside Logistics Center 323 CHI - Veronica Avenue 327 Marwest - 91st & Buckeye 331 Marwest - The Landing 335 Oakmont Portfolio 339 TCC - 59th & Lower Buckeye 345 TCC - 99th & Van Buren 349 Triten - Fairmont 353 Triten - New Decade 357 Triten - Underwood 361 Senior Living 365 CSH - Harbor at Lakeway 367 CSH - Park Creek 371 Clover - Hempfield 375 Clover - Ormsby 379 Clover - Robinson 383 Clover - Todd Road 387 Clover - Tucker Station 391 Greystar - Overture Albuquerque 395 Greystar - Overture Cary 399 Greystar - Overture Chapel Hill 403 Greystar - Overture Greenville 407 Greystar - Overture Powers Ferry 411 Longleaf at Liberty Park 415 Marvelle Tukwila 419 Sparrow Vintage Park 423 TCC - Edina 427 TCC - Glenview 431 TCC - Omaha 435 TCC - Ridgedale 439

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII June 30, 2019 Update

To Our Partners, Through June 30, 2019, we closed 113 investments requiring $1.8 billion of Fund VIII equity. Since June 30, 2019, Carlyle has closed 8 investments requiring $169.1 million of Fund VIII equity and has an active pipeline of investment opportunities that would require an additional $584.4 million of Fund VIII equity. Fund investments to date have focused on areas where we believe demand is most reliable and where our teams have the strongest potential to meet and exceed forecasts for generating operating cash flow. Carlyle continues to seek out investment opportunities that are capable of generating attractive results as market conditions improve. As an investor, we have positioned our teams to be close to those markets, which have the potential to present the best supply and demand conditions and offer superior exit liquidity as we complete our business plans. We are targeting high-quality assets that have the potential to appeal to core investors once the business plans are completed. Generally, our teams have focused on single-asset acquisitions in situations where, as a controlling investor, our asset management teams can push to accelerate achievement of our business plans at the operating level. As it relates to fundamentals, our focus is on demographic-driven sectors, where we expect demand to substantially exceed GDP growth. We seek to mitigate the fund’s correlation to the GDP cycle, which we believe is the primary driver of risk in real estate investing. Broadly speaking, we have an increased emphasis in the following sectors: active adult, lab space, senior living, manufactured housing, and self-storage. While we continue to make investments in major markets like New York and Northern and Southern California, we also are focused on gaining exposure to other markets that present promising growth in employment levels. We believe that diversity in our investing - by the number of transactions, product type, and geography - coupled with our conservative use of financing is likely to reduce risk to the Fund while enabling us to meet our return targets.

Investment Summary: The investment summary reflects the Fund VIII equity commitment, by sector, for investments committed as of June 30, 2019.

($ in millions) Number of Equity Transactions Commitment Multifamily Residential 62 $ 1,154.4 For-Sale Residential 1 11.8 Student Housing 3 80.2 Office 3 45.3 Self-Storage 8 47.9 Industrial 17 205.9 Senior Living 3 33.7 Active Adult 16 201.0 113 $ 1,780.2

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII i June 30, 2019 Update

Please note that Carlyle Investment Management’s Form ADV Brochure and Supplement were most recently updated in March and April 2019, respectively, and are available for your review on our secure LP Reporting System website at https://secure.reportingsystem.com/carlyle/, or upon request.

As always, we appreciate your support of Carlyle Realty. If you would like, please contact us by telephone (202) 729-5626 or via email at [email protected] to speak with those most responsible for specific aspects of the Fund. In that regard, Barbara Murphy has responsibility for investment level financial information and Kevin Gasque has responsibility for fund level financial and accounting information, including capital accounts, capital calls and distributions. Sincerely, The Carlyle Group August 15, 2019

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII ii June 30, 2019 Update

Carlyle Realty Partners VIII, L.P. Summary Investment Schedule As of June 30, 2019 Amounts in millions of dollars As of June 30, 2019 As of March 31, 2019 As of June 30, 2018 Portfolio Company or Investment Acquisition Date Industry/Sector Equity Invested Cash Received Remaining FMV1 Total Value Multiple3 Multiple3 Multiple3

Unrealized/Partially Realized Investments Cross Creek Jun‐17 Multifamily Residential$ 18.3 $ 0.8 $ 23.8 $ 24.6 1.35 x1.33 x1.22 x Carroll ‐ Trinity Residences Aug‐17 Multifamily Residential$ 22.6 $ ‐ $ 23.1 $ 23.1 1.02 x1.01 x1.01 x Haven ‐ Fayetteville Aug‐17 Student Housing$ 15.6 $ ‐ $ 17.2 $ 17.2 1.10 x1.11 x1.04 x Haven ‐ Westheimer Sep‐17 Multifamily Residential$ 9.3 $ 0.0 $ 11.7 $ 11.7 1.26 x1.22 x1.06 x CHI ‐ New Salem Road Sep‐17 Industrial$ 9.7 $ ‐ $ 11.9 $ 11.9 1.23 x1.25 x1.13 x CHI ‐ Southside Logistics Center Oct‐17 Industrial$ 3.3 $ ‐ $ 4.8 $ 4.8 1.44 x1.33 x1.11 x Broadstone Waterworks Oct‐17 Multifamily Residential$ 25.6 $ ‐ $ 27.4 $ 27.4 1.07 x1.06 x1.00 x Aura Riverside Oct‐17 Multifamily Residential$ 19.5 $ ‐ $ 23.4 $ 23.4 1.20 x1.20 x1.00 x Eastside Station Oct‐17 Multifamily Residential$ 16.3 $ 0.0 $ 25.7 $ 25.7 1.58 x1.56 x1.04 x Haven ‐ Highland Knolls Oct‐17 Multifamily Residential$ 5.1 $ 0.3 $ 5.8 $ 6.2 1.21 x1.18 x1.06 x TCC ‐ Edina Nov‐17 Active Adult$ 17.5 $ ‐ $ 21.4 $ 21.4 1.22 x1.05 x0.85 x Broadstone Studemont Nov‐17 Multifamily Residential$ 26.3 $ ‐ $ 31.2 $ 31.2 1.18 x1.16 x1.04 x Opus ‐ University of Illinois Dec‐17 Student Housing$ 24.9 $ ‐ $ 29.6 $ 29.6 1.19 x1.08 x0.93 x TCC ‐ 99th & Van Buren Dec‐17 Industrial$ 7.1 $ ‐ $ 13.1 $ 13.1 1.85 x1.42 x1.20 x Alexan ‐ Esplanade Dec‐17 Multifamily Residential$ 26.5 $ ‐ $ 29.4 $ 29.4 1.11 x1.09 x1.00 x Solis Berewick Dec‐17 Multifamily Residential$ 12.0 $ ‐ $ 14.6 $ 14.6 1.21 x1.13 x0.84 x Homewood Banks Dec‐17 Multifamily Residential$ 16.4 $ ‐ $ 21.1 $ 21.1 1.29 x1.25 x0.99 x Alexan ‐ Spring Crossing II Dec‐17 Multifamily Residential$ 16.8 $ ‐ $ 19.9 $ 19.9 1.18 x1.14 x1.01 x Woodford on Mockingbird Jan‐18 Multifamily Residential$ 16.3 $ ‐ $ 20.5 $ 20.5 1.26 x1.22 x1.06 x CSH ‐ Harbor at Lakeway Feb‐18 Senior Living$ 12.7 $ ‐ $ 12.1 $ 12.1 0.95 x0.99 x0.90 x CHI ‐ Randalls Houston Feb‐18 Industrial$ 40.8 $ ‐ $ 47.7 $ 47.7 1.17 x1.10 x1.00 x Oakmont ‐ Kadota Feb‐18 Industrial$ 7.6 $ ‐ $ 9.8 $ 9.8 1.29 x1.13 x0.99 x CSH ‐ Park Creek Feb‐18 Senior Living$ 12.1 $ ‐ $ 12.7 $ 12.7 1.05 x0.98 x1.07 x 33 New York Avenue Feb‐18 Life Science Lab$ 12.1 $ ‐ $ 17.4 $ 17.4 1.44 x1.37 x1.45 x Solis Parkview Phase II Feb‐18 Multifamily Residential$ 17.0 $ ‐ $ 19.1 $ 19.1 1.12 x1.07 x0.97 x Allure at Gateway Mar‐18 Multifamily Residential$ 11.5 $ ‐ $ 14.1 $ 14.1 1.23 x1.12 x0.88 x Marvelle Tukwila Mar‐18 Active Adult$ 26.6 $ ‐ $ 29.3 $ 29.3 1.10 x1.00 x0.96 x Broadstone Barker Cypress Apr‐18 Multifamily Residential$ 15.9 $ ‐ $ 16.7 $ 16.7 1.05 x1.02 x0.90 x 4125 Chestnut Apr‐18 Multifamily Residential$ 9.6 $ ‐ $ 10.9 $ 10.9 1.14 x1.03 x0.91 x Greystar ‐ Overture Greenville Apr‐18 Active Adult$ 12.0 $ ‐ $ 12.1 $ 12.1 1.01 x0.92 x0.84 x Longleaf at Liberty Park Apr‐18 Senior Living$ 10.2 $ ‐ $ 11.1 $ 11.1 1.09 x0.94 x0.79 x TCC ‐ Glenview May‐18 Active Adult$ 20.1 $ ‐ $ 21.3 $ 21.3 1.06 x0.93 x0.67 x Chance ‐ San Marco May‐18 Multifamily Residential$ 14.0 $ ‐ $ 14.7 $ 14.7 1.05 x0.94 x1.12 x Slate ‐ Cedar Park May‐18 Multifamily Residential$ 18.9 $ ‐ $ 19.3 $ 19.3 1.02 x0.89 x0.84 x NitNeil ‐ Tarpon Springs May‐18 Self Storage$ 2.7 $ ‐ $ 3.0 $ 3.0 1.13 x1.12 x0.92 x Avonlea Reynolds Jun‐18 Multifamily Residential$ 12.0 $ ‐ $ 14.8 $ 14.8 1.23 x1.14 x0.95 x Triten ‐ Fairmont Jun‐18 Industrial$ 5.2 $ ‐ $ 7.1 $ 7.1 1.37 x1.19 x0.97 x The Standard ‐ New Brunswick Jun‐18 Student Housing$ 34.9 $ ‐ $ 38.8 $ 38.8 1.11 x1.11 x0.93 x Haven on Tucker Jun‐18 Multifamily Residential$ 18.8 $ ‐ $ 19.3 $ 19.3 1.03 x0.90 x0.80 x District at Chandler Jun‐18 Multifamily Residential$ 21.2 $ ‐ $ 23.0 $ 23.0 1.09 x0.85 x0.87 x Greystar ‐ The Preserve Jun‐18 Multifamily Residential$ 25.2 $ ‐ $ 25.5 $ 25.5 1.01 x0.98 x0.77 x Broadstone Sawyer Arts Jun‐18 Multifamily Residential$ 23.4 $ ‐ $ 24.8 $ 24.8 1.06 x1.02 x0.98 x NRP ‐ Bradenton Jul‐18 Multifamily Residential$ 12.7 $ ‐ $ 13.9 $ 13.9 1.09 x1.02 xn/a StorQuest ‐ Cave Creek Jul‐18 Self Storage$ 2.9 $ ‐ $ 4.8 $ 4.8 1.64 x0.94 xn/a Triten ‐ New Decade Jul‐18 Industrial$ 2.6 $ ‐ $ 2.9 $ 2.9 1.14 x1.11 xn/a StorQuest ‐ Vista Jul‐18 Self Storage$ 4.6 $ ‐ $ 3.7 $ 3.7 0.81 x0.93 xn/a SP ‐ 507 Osborn Street Jul‐18 Self Storage$ 9.3 $ ‐ $ 9.6 $ 9.6 1.03 x0.99 xn/a TCC ‐ 59th & Lower Buckeye Jul‐18 Industrial$ 11.7 $ ‐ $ 13.8 $ 13.8 1.18 x1.10 xn/a Shiloh Crossing Jul‐18 Multifamily Residential$ 16.9 $ ‐ $ 19.5 $ 19.5 1.16 x1.23 xn/a Oakmont ‐ Tamarind Aug‐18 Industrial$ 6.6 $ ‐ $ 8.3 $ 8.3 1.25 x1.03 xn/a AVE Blue Bell Aug‐18 Multifamily Residential$ 25.7 $ ‐ $ 26.3 $ 26.3 1.02 x0.93 xn/a Slate ‐ Clay Road Aug‐18 Multifamily Residential$ 15.7 $ ‐ $ 16.0 $ 16.0 1.02 x0.87 xn/a Epoch ‐ Palm Parkway Aug‐18 Multifamily Residential$ 16.2 $ ‐ $ 16.7 $ 16.7 1.04 x0.98 xn/a Marwest ‐ The Landing Aug‐18 Industrial$ 8.2 $ ‐ $ 10.2 $ 10.2 1.24 x1.11 xn/a Riverfront Village Aug‐18 For‐Sale Residential$ 11.6 $ ‐ $ 15.3 $ 15.3 1.32 x1.16 xn/a Aura Stone Oak Sep‐18 Multifamily Residential$ 15.8 $ ‐ $ 16.3 $ 16.3 1.03 x1.03 xn/a TCC ‐ Omaha Sep‐18 Active Adult$ 9.9 $ ‐ $ 10.3 $ 10.3 1.04 x0.98 xn/a Clover ‐ Todd Road Sep‐18 Active Adult$ 3.3 $ ‐ $ 3.2 $ 3.2 0.96 x0.87 xn/a Greystar ‐ Overture Chapel Hill Sep‐18 Active Adult$ 11.2 $ ‐ $ 10.4 $ 10.4 0.93 x0.98 xn/a Broadstone 15th Street Flats Sep‐18 Multifamily Residential$ 20.4 $ ‐ $ 21.6 $ 21.6 1.06 x1.03 xn/a Munroe Street Apartments Oct‐18 Multifamily Residential$ 12.8 $ ‐ $ 14.6 $ 14.6 1.14 x1.03 xn/a Wall Street Lofts Oct‐18 Multifamily Residential$ 6.8 $ ‐ $ 7.8 $ 7.8 1.13 x0.95 xn/a Oakmont ‐ Valley & Live Oak Oct‐18 Industrial$ 9.9 $ ‐ $ 11.1 $ 11.1 1.12 x0.95 xn/a Midland Briarwood Oct‐18 Multifamily Residential$ 13.5 $ ‐ $ 13.9 $ 13.9 1.03 x1.01 xn/a Aspire Westside Oct‐18 Multifamily Residential$ 8.7 $ ‐ $ 10.0 $ 10.0 1.16 x1.00 xn/a Greystar ‐ Overture Albuquerque Nov‐18 Active Adult$ 13.6 $ ‐ $ 12.6 $ 12.6 0.93 x0.96 xn/a Broadstone Sugar Hill Nov‐18 Multifamily Residential$ 11.5 $ ‐ $ 11.6 $ 11.6 1.00 x0.99 xn/a CHI ‐ Mark IV Nov‐18 Industrial$ 10.6 $ ‐ $ 10.0 $ 10.0 0.94 x0.98 xn/a Caprock Crossing Dec‐18 Multifamily Residential$ 8.5 $ ‐ $ 8.5 $ 8.5 0.99 x1.01 xn/a

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII iii June 30, 2019 Update

Unrealized/Partially Realized Investments StreetLights ‐ Frisco III Dec‐18 Multifamily Residential$ 22.3 $ ‐ $ 15.0 $ 15.0 0.67 x0.83 xn/a Olea at Viera Dec‐18 Multifamily Residential$ 6.9 $ ‐ $ 6.2 $ 6.2 0.89 x0.90 xn/a Elysian at Cimarron Dec‐18 Multifamily Residential$ 17.6 $ ‐ $ 17.6 $ 17.6 1.00 x0.99 xn/a Elysian at the Palms Dec‐18 Multifamily Residential$ 16.3 $ ‐ $ 15.9 $ 15.9 0.98 x0.95 xn/a Alexan ‐ Oak Grove Dec‐18 Multifamily Residential$ 15.1 $ ‐ $ 12.6 $ 12.6 0.83 x0.98 xn/a TCC ‐ Ridgedale Dec‐18 Active Adult$ 11.9 $ ‐ $ 11.3 $ 11.3 0.95 x0.73 xn/a Retreat at Creekside Dec‐18 Multifamily Residential$ 6.5 $ ‐ $ 5.5 $ 5.5 0.84 x0.81 xn/a Alexan ‐ Gateway Jan‐19 Multifamily Residential$ 13.9 $ ‐ $ 12.1 $ 12.1 0.87 x0.91 xn/a CHI ‐ Veronica Avenue Jan‐19 Industrial$ 39.7 $ ‐ $ 35.5 $ 35.5 0.89 x1.06 xn/a Broadstone Norcross Jan‐19 Multifamily Residential$ 16.3 $ ‐ $ 15.8 $ 15.8 0.97 x0.98 xn/a SP ‐ 141 King Street Jan‐19 Self Storage$ 12.8 $ ‐ $ 12.6 $ 12.6 0.99 x1.00 xn/a Clover ‐ Robinson Jan‐19 Active Adult$ 2.6 $ ‐ $ 2.0 $ 2.0 0.76 x0.73 xn/a Euless Park Drive Jan‐19 Multifamily Residential$ 9.6 $ ‐ $ 7.7 $ 7.7 0.81 x0.77 xn/a Epoch ‐ Flora Ridge Feb‐19 Multifamily Residential$ 10.5 $ ‐ $ 9.3 $ 9.3 0.88 x0.92 xn/a 4233 Chestnut Feb‐19 Multifamily Residential$ 19.8 $ ‐ $ 17.0 $ 17.0 0.86 x0.86 xn/a Rosery Largo Feb‐19 Multifamily Residential$ 8.0 $ ‐ $ 8.4 $ 8.4 1.06 x0.92 xn/a Broadstone Vintage Park Mar‐19 Multifamily Residential$ 13.3 $ ‐ $ 12.8 $ 12.8 0.96 x0.93 xn/a Sparrow Vintage Park Mar‐19 Active Adult$ 7.4 $ ‐ $ 6.7 $ 6.7 0.91 x0.87 xn/a StorQuest ‐ Bothell Mar‐19 Self Storage$ 4.6 $ ‐ $ 4.4 $ 4.4 0.94 x0.90 xn/a Oakmont ‐ Sierra Business Park II Mar‐19 Industrial$ 5.2 $ ‐ $ 5.5 $ 5.5 1.06 x0.95 xn/a Solis Town Center Phase II Mar‐19 Multifamily Residential$ 3.0 $ ‐ $ 2.8 $ 2.8 0.96 x0.86 xn/a Solis Cary Mar‐19 Multifamily Residential$ 9.6 $ ‐ $ 8.6 $ 8.6 0.89 x0.84 xn/a StreetLights ‐ The Kathryn Mar‐19 Multifamily Residential$ 20.2 $ ‐ $ 20.4 $ 20.4 1.01 x0.97 xn/a Clover ‐ Hempfield Mar‐19 Active Adult$ 1.8 $ ‐ $ 1.3 $ 1.3 0.73 xn/an/a Olea at Nocatee Apr‐19 Multifamily Residential$ 6.6 $ ‐ $ 5.9 $ 5.9 0.89 xn/an/a Clover ‐ Ormsby Apr‐19 Active Adult$ 1.9 $ ‐ $ 1.4 $ 1.4 0.76 xn/an/a StorQuest ‐ Lake Stevens May‐19 Self Storage$ 2.6 $ ‐ $ 2.1 $ 2.1 0.79 xn/an/a Broadstone Museum District May‐19 Multifamily Residential$ 19.2 $ ‐ $ 18.2 $ 18.2 0.95 xn/an/a Court Square West May‐19 Life Science Lab$ 15.3 $ ‐ $ 17.0 $ 17.0 1.11 xn/an/a Clover ‐ Tucker Station May‐19 Active Adult$ 1.1 $ ‐ $ 0.9 $ 0.9 0.85 xn/an/a Marwest ‐ 91st & Buckeye May‐19 Industrial$ 9.6 $ ‐ $ 7.5 $ 7.5 0.78 xn/an/a Greystar ‐ Overture Cary May‐19 Active Adult$ 6.9 $ ‐ $ 6.3 $ 6.3 0.92 xn/an/a KSP ‐ Mountain Road May‐19 Life Science Lab$ 7.6 $ ‐ $ 8.4 $ 8.4 1.11 xn/an/a Alexan ‐ Springdale Jun‐19 Multifamily Residential$ 6.1 $ ‐ $ 6.1 $ 6.1 1.00 xn/an/a Streetlights ‐ Viridian Town Center Jun‐19 Multifamily Residential$ 8.7 $ ‐ $ 8.1 $ 8.1 0.93 xn/an/a StorQuest ‐ Pearl Street Jun‐19 Self Storage$ 3.8 $ ‐ $ 3.8 $ 3.8 0.99 xn/an/a Oakmont ‐ Airport Drive Jun‐19 Industrial$ 9.6 $ ‐ $ 9.3 $ 9.3 0.98 xn/an/a Triten ‐ Underwood Jun‐19 Industrial$ 12.7 $ ‐ $ 12.7 $ 12.7 1.00 xn/an/a Broadstone Heathrow Jun‐19 Multifamily Residential$ 7.7 $ ‐ $ 7.0 $ 7.0 0.92 xn/an/a The Jameson Jun‐19 Multifamily Residential$ 8.3 $ ‐ $ 7.8 $ 7.8 0.95 xn/an/a Greystar ‐ Elan Powers Ferry Jun‐19 Multifamily Residential$ 8.9 $ ‐ $ 7.9 $ 7.9 0.88 xn/an/a Greystar ‐ Overture Powers Ferry Jun‐19 Active Adult$ 8.8 $ ‐ $ 8.1 $ 8.1 0.93 xn/an/a Alta Spring Creek Jun‐19 Multifamily Residential$ 7.0 $ ‐ $ 7.0 $ 7.0 1.00 xn/an/a NRP ‐ Village at Lewisville Jun‐19 Multifamily Residential$ 7.5 $ ‐ $ 6.5 $ 6.5 0.87 xn/an/a Total Unrealized/Partially Realized Investments$ 1,449.3 $ 1.2 $ 1,542.4 $ 1,543.6 1.07 x

Total Investments $ 1,449.3 $ 1.2 $ 1,542.4 $ 1,543.6 1.07 x1.04 x0.99 x

Fund Level Credit Facility $ (847.6) $ ‐ $ (847.6) $ (847.6) Investment Distributions Held by Fund $ ‐ $ (0.4) $ 0.4 $ ‐

Total Fund $ 601.7 $ 0.8 $ 695.1 $ 695.9

Appreciation / (Depreciation)2: % from Prior Quarter 4% % from Year‐end 8% % from Prior Year 20% % from Inception 7%

Note: For purposes of this Summary Investment Schedule, all information is presented on a gross basis and does not reflect management or advisory fees, carried interest, taxes, transaction costs and other expenses to be borne by an investor which will reduce returns. Unrealized section may contain publicly traded investments that have been determined to trade in an inactive market. Additionally, totals may not foot due to rounding.

1 Valuations are prepared in accordance with US GAAP. For final valuations, refer to the Fundʹs financial statements which are available online to all Fund Investors. A copy of the Fundʹs valuation policies are available upon request.

2 Appreciation / (Depreciation) represents unrealized gain / (losses) for the period on a total return basis before fees and expenses. The percentage of return is calculated as: Ending Remaining Investment FMV plus net investment outflow for the period (cash received minus net equity invested) minus Beginning Remaining Investment FMV divided by Beginning Remaining Investment FMV. 3 Total Value divided by Equity Invested.

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII iv June 30, 2019 Update

Multifamily Residential

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 1 June 30, 2019 Update

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 2 June 30, 2019 Update

4125 Chestnut Philadelphia, PA

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 3 June 30, 2019 Update

Background • August 2019: Deliver final units and complete construction; and On April 11, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Alterra Property Group (“Alterra”) • April 2020: Complete lease-up and reach stabilization. (collectively, the “Venture”) acquired a 0.4-acre parcel of Philadelphia, PA Market land (the “Property”) located in the University City submarket of Philadelphia, PA on an off-market basis for During the second quarter of 2019, asking rents in $9.9 million. The Venture intends to use modular Philadelphia climbed by 1.5% to an average of $1,399. Mean construction to develop a 140-unit, six-story apartment unit prices in the metro are as follows: studios $1,097, one building with 34 studio (24%), 100 one‐bedroom (72%), bedrooms $1,241, two bedrooms $1,537, and three and six two‐bedroom (4%) units, with an average unit size bedrooms $2,306. This advance extends the market's run of of 438 SF. gains to thirty-seven quarters, during which asking rents have advanced by a total of 37.2%. Since the beginning of Q3- The Property is well‐located in Philadelphia's University 2009, the metro as a whole has recorded an annual average City submarket, which has 80k jobs, 268 restaurants and increase of 3.1%. Effective rents, which exclude the value of bars, and 150 retailers. In the submarket, there are 44k concessions offered to prospective tenants, also rose by students but only 8k beds. The submarket population has 1.5% during the second quarter. The parity in rates of change also grown 11% since 2013 (3.5% CAGR). The Property is shows that landlords have been able to raise rents without also located within walking distance to the University of also increasing the relative value of concessions packages Pennsylvania (approximately 15 minutes from The Wharton offered to new renters. During the past four quarters, positive School of Business), Hospital of University of movement in asking rent was recorded in twenty-seven of the Pennsylvania, Children's Hospital of Pennsylvania metro's twenty-eight submarkets, with only North Delaware (“CHOP”), and Drexel University. Drexel University County (-2.5%) failing to register an increase. recently announced a growth plan to add 10k students and 4k full‐time employees by 2021. The second quarter added 5,210 net new households to the Philadelphia MSA. Since the beginning of Q3-2009, Carlyle views this investment opportunity as compelling for household formations in Philadelphia have averaged 0.6% the following reasons: per year, representing the average annual addition of 12,100 • Prime location in Philadelphia's University City households. During the second quarter, absorption totaled submarket, proximate to main demand drivers 1,057 units, while metro inventory increased by 1,234 units, including the University of Pennsylvania, Children's and the average vacancy rate remained unchanged at 4.2%. Hospital of Pennsylvania, and Drexel University; Over the last four quarters, market absorption totaled 4,788 units, 71.7% greater than the average annual absorption rate • Ability to be the lowest price Class A apartment of 2,789 units recorded since the beginning of Q3-2009. From building in the submarket for studios, one‐bedrooms, an historical perspective, the second quarter vacancy rate is and two-bedrooms; 0.2% lower than the 4.4% average recorded since the • Attractive shorter investment duration due to the beginning of Q3-2009 (REIS). Property's small size and the modular construction method used in development; and Key Events / Recent Updates • In Q2-2019, the Property achieved its initial • Experienced operating partner, Alterra. occupancy. As of June 30, 2019, occupancy at the The current expected project development timeline is as Property was 7%. follows: • As of June 30, 2019, all modular units have been set; • May 2018: Commence construction; first floor build out was completed; and first move-ins • June 2019: Deliver first units; occurred.

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 4 June 30, 2019 Update

• In Q2-2018, the Venture closed on a $19 million loan Debt Information with Citizens Bank. ($ in thousands) • In Q3-2018, the Venture received modular building Lender Citizens Bank and foundation permits. Total Principal Available $ 19,000 The Investment Balance Outstanding $ 16,653 ($ in thousands, except per unit amount) Interest Rate Spread 2.50% Location Philadelphia, PA Index LIBOR Property Type Multifamily Residential Maturity Date May 18, 2021 Size 140 Units Extensions Available (1) Two 1-Year Extensions

(1) Extensions require no event of default, a min DSCR of 1.2x, and a max LTV of Acquisition Date April 11, 2018 65%. Acquisition All-In Cost $ 10,732

Cost at Completion $ 28,859 Cost Per Unit $ 204,674 Occupancy 7% Current Asset Valuation $ 29,154

The current asset valuation increased by 17% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 12,013 54.4% Equity - Fund VIII 9,574 43.3% Equity - Alterra 504 2.3% Total Capitalization $ 22,091 100.0% Projected Capital Structure (in thousands) Debt $ 19,000 64.6% Equity - Fund VIII 9,618 32.7% Equity - Alterra 788 2.7% Total Capitalization $ 29,406 100.0%

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 5 June 30, 2019 Update

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 6 June 30, 2019 Update

4233 Chestnut Philadelphia, PA

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 7 June 30, 2019 Update

Background • December 2020: Complete construction and begin initial occupancy; and On February 22, 2019, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Alterra Property Group (“Alterra” or • December 2021: Complete lease-up and reach “APG”), (collectively, the “Venture”) acquired a 0.86-acre stabilization. parcel of land (the “Property) located in the University City Philadelphia, PA Market submarket of Philadelphia, PA for $17.0 million. The Venture intends to develop a 287-unit apartment building During the second quarter of 2019, asking rents in with 137 studio (48%), 126 one-bedroom (44%), and 24 Philadelphia climbed by 1.5% to an average of $1,399. two-bedroom (8%) units, with an average unit size of 489 Mean unit prices in the metro are as follows: studios $1,097, SF. one bedrooms $1,241, two bedrooms $1,537, and three bedrooms $2,306. This advance extends the market's run of The Property is well located in Philadelphia's University gains to thirty-seven quarters, during which asking rents City submarket, which has 79,700 jobs, 268 restaurants have advanced by 37.2%. Since the beginning of Q3-2009, and bars, and 150 retailers. In the University City the metro as a whole has recorded an annual average submarket, there are 44K students but only 8K beds. The increase of 3.1%. Effective rents, which exclude the value of Property is proximate to the campuses of the University of concessions offered to prospective tenants, also rose by Pennsylvania and Drexel University, combining for 44k 1.5% during the second quarter. The parity in rates of students, and is within close proximity to Children's change shows that landlords have been able to raise rents Hospital of Philadelphia (“CHOP”) as well as the Hospital without also increasing the relative value of concessions of The University of Pennsylvania. Drexel University packages offered to new renters. During the past four recently announced a plan to add 10K students and 4K full- quarters, positive movement in asking rent was recorded in time employees by 2021. twenty-seven of the metro's twenty-eight submarkets, with Carlyle views this investment opportunity as compelling for only North Delaware County (-2.5%) failing to register an the following reasons: increase.

• Prime walkable location in Philadelphia's University The second quarter added 5,210 net new households to the City submarket, proximate to main demand drivers Philadelphia MSA. Since the beginning of Q3-2009, including the University of Pennsylvania, Children's household formations in Philadelphia have averaged 0.6% Hospital of Pennsylvania, and Drexel University; per year, representing the average annual addition of 12,100 households. During the second quarter, absorption totaled • Affordability of the Property, as its modular 1,057 units, while metro inventory increased by 1,234 units, construction will allow the Venture to develop an and the average vacancy rate remained unchanged at 4.2%. amenitized product at an attractive price point; Over the last four quarters, market absorption totaled 4,788 • A shorter investment duration due to the modular units, 71.7% greater than the average annual absorption construction method used in development; rate of 2,789 units recorded since the beginning of Q3-2009. • Attractive basis and new construction tax abatement; From an historical perspective, the second quarter vacancy and rate is 0.2% lower than the 4.4% average recorded since the beginning of Q3-2009 (REIS). • Experienced operating partner, who has consistently delivered high-quality product. Key Events / Recent Updates

The current expected project development timeline is as • As of Q2-2019, the Venture has completed demolition follows: and grading of the site.

• February 2019: Close on land purchase; • In Q1-2019, site work preparation and construction documents were progressing. • October 2019: Commence construction;

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 8 June 30, 2019 Update

The Investment ($ in thousands, except per unit amount) Location Philadelphia, PA Property Type Multifamily Residential Size 287 Units Acquisition Date February 22, 2019 Acquisition All-In Cost $ 17,997 Cost at Completion $ 60,156 Cost Per Unit $ 209,605 Current Asset Valuation $ 17,000

The current asset valuation is consistent with prior quarter. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 19,800 99.0% Equity - Alterra 200 1.0% Total Capitalization $ 20,000 100.0% Projected Capital Structure (in thousands) Debt (1) $ 39,143 65.1% Equity - Fund VIII 20,432 33.9% Equity - Alterra 632 1.0% Total Capitalization $ 60,207 100.0%

(1) Represents an estimated loan amount.

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 9 June 30, 2019 Update

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 10 June 30, 2019 Update

Alexan - Esplanade Chula Vista, CA

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 11 June 30, 2019 Update

Background San Diego, CA Market On December 19, 2017, Carlyle Realty Partners VIII, L.P. Asking rents in California's second most populous city (“Carlyle”) and Trammel Crow Residential (“TCR”), advanced by 1.1% during the second quarter of 2019 to an (collectively, the “Venture”) acquired an 8.3-acre land average of $1,850. Mean unit prices in the metro are as parcel in Chula Vista, CA for $9.2 million. The site is follows: studios $1,411, one bedrooms $1,634, two located in the Millenia master planned community, bedrooms $1,954, and three bedrooms $2,495. This positioned to become the new urban hub in Chula Vista. advance extends the market's streak of gains to thirty- The site is within walking distance to multiple parks and a seven quarters, during which asking rents have risen by a new 135,000 SF retail center and is approximately one mile total of 39.9%. Since the beginning of Q3-2009, the metro from the Otay Ranch Town Center, a 675,000 SF open-air as a whole has recorded an annual average increase of shopping mall with over 100 stores. The Venture intends 3.4%. Effective rents, which exclude the value of to develop a 253-unit Class A multifamily property (the concessions offered to prospective tenants, climbed by "Property"). Once developed, the Property will have a unit 1.2% during the second quarter to an average of $1,775. mix of nine studio (3%), 136 one-bedroom (54%), 68 two- During the past four quarters, positive movement in asking bedroom (27%), and 40 three-bedroom (16%) units with an rent was recorded in all fifteen of the metro's submarkets. average unit size of 970 SF. Net new second quarter household formations in the San Carlyle views this investment opportunity as compelling for Diego metropolitan area were 3,560. Since the beginning the following reasons: of Q3-2009, household formations in San Diego have averaged 0.9% per year, representing the average annual • Location in the Millenia master-planned community, a addition of 10,200 households. Demand attributable in part new urban hub in Chula Vista; to this pace of household formations contributed to the • Favorable transaction structure with an extended absorption of 435 units during the second quarter, while escrow period; new development added 41 units to the metro inventory; • Strong multifamily market along with 5.1% average the net effect of absorption and construction dynamics annual rent growth projected between 2017 to 2020; caused the vacancy rate to drift downward by 20 basis and points to 3.8%. Over the last four quarters, market absorption totaled 2,640 units, 32.6% greater than the • Supportable development basis with limited new average annual absorption rate of 1,990 units recorded supply in the competitive submarket. since the beginning of Q3-2009. In a long-term context, the The current expected project development timeline is as second quarter vacancy rate is 0.4% higher than the 3.4% follows: average recorded since the beginning of Q3-2009 (REIS). • March 2018: Commence construction; Key Events / Recent Updates • November 2019: Deliver first units; • As of Q2-2019, the Property is 66% complete in terms of dollars spent. • April 2020: Complete construction; and • Construction commenced in Q1-2018, with first units • September 2020: Complete lease-up and reach expected to deliver in Q4-2019. stabilization.

In Q1-2018, the Venture closed on a $50 million construction loan with Bank of America.

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 12 June 30, 2019 Update

The Investment ($ in thousands, except per unit amount) Location Chula Vista, CA Property Type Multifamily Residential Size 253 Units Acquisition Date December 19, 2017 Acquisition All-In Cost $ 9,656 Cost at Completion $ 80,441 Cost Per Unit $ 317,951 Current Asset Valuation $ 57,087

The current asset valuation increased by 25% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 17,429 39.9% Equity - Fund VIII 23,286 53.4% Equity - TCR 2,944 6.7% Total Capitalization $ 43,659 100.0% Projected Capital Structure (in thousands) Debt $ 50,000 62.1% Equity - Fund VIII 27,398 34.1% Equity - TCR 3,044 3.8% Total Capitalization $ 80,442 100.0% Debt Information ($ in thousands) Lender Bank of America Total Principal Available $ 50,000 Balance Outstanding $ 17,429 Interest Rate Spread 3.50% Index LIBOR Maturity Date January 30, 2022 Extensions Available (1) One 1-Year Extension

(1) Extension is subject to (i) construction completion; (ii) min DSCR of 1.20x; and (iii) max LTV of 65%.

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 14 June 30, 2019 Update

Alexan - Gateway Decatur, GA

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 15 June 30, 2019 Update

Background • Strong submarket fundamentals and immediate proximity to major transportation corridors; and On January 8, 2019, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Trammell Crow Residential (“TCR”) • Experienced and 'best in class' operating partner. (collectively, the “Venture”) acquired a 4.3-acre parcel of The current expected project development timeline is as land (the “Property”) located in the highly desirable follows: Decatur/Avondale submarket of Atlanta, GA for $6.9 million ($26k/unit). The Venture plans to develop a 270-unit, Class • February 2019: Construction commencement; A, five-story, mid-rise wrap building with 442 surface • August 2020: Deliver clubhouse and first units; parking spaces, equating to a parking ratio of 1.64 • May 2021: Deliver final units and substantial spaces/unit. The Property will also feature 7,100 SF of completion; and ground-floor retail. Once developed, the unit mix will consist of 61 studio (23%), 115 one-bedroom (42%) and 94 • July 2021: Complete lease-up and reach stabilization. two-bedroom (35%) units with an average unit size of 920 SF. Additionally, the Property will showcase the latest in Atlanta, GA Market amenity offerings, with 7,858 SF of shared community During the second quarter of 2019, asking rents in spaces in total. The amenity package will include an Georgia's state capital and most populous city increased by expansive central pool courtyard, outdoor living area, 1.4% to an average of $1,244. Mean unit prices in the clubhouse lounges, pet spa, state-of-the-art fitness center, metro are as follows: studios $1,126, one bedrooms bike room, three courtyards with fire pits, and electric car $1,128, two bedrooms $1,290, and three bedrooms charging stations. $1,464. This advance extends the market's streak of gains to thirty quarters, during which asking rents have risen by a The Property is located less than one mile east of total of 45.0%. Since the beginning of Q3-2009, the metro Downtown Decatur and six miles east of the Downtown as a whole has recorded an annual average increase of Atlanta CBD in the growing urban village of Avondale 3.8%. Effective rents, which exclude the value of Estates, GA. The site features great access and proximity concessions offered to prospective tenants, climbed by to an abundance of retail, entertainment, and job centers. 1.6% during the second quarter to an average of $1,168. Additionally, it is less than a five-minute walk from the During the past four quarters, positive movement in asking Avondale Estates MARTA station, which provides easy rent was recorded in all eighteen of the metro's access to Downtown Atlanta, Midtown Atlanta, and submarkets. Buckhead. This submarket proves to have strong demographic fundamentals, as average incomes are $96k The second quarter added 10,380 net new households to and median housing values are $277k within a five-mile the Atlanta MSA. Since the beginning of Q3-2009, radius of the site. household formations in Atlanta have averaged 1.3% per year, representing the average annual addition of 27,700 Carlyle views this investment opportunity as compelling for households. This pace of household formations contributed the following reasons: to an absorption rate of 911 units during the second • Convenient and desirable residential location with quarter, while the metro inventory increased by 855 units. excellent access and visibility; In response, the metro average vacancy rate drifted • Top job growth market, as Atlanta is projected to downward by 10 basis points to 4.8%. Over the last four outpace the U.S. in job growth from 2018-2021 at a quarters, market absorption totaled 8,657 units, 12.8% projected average of 51,400 jobs annually (average greater than the average annual absorption rate of 7,674 1.8% annual growth, 80 bps over the US projected units recorded since the beginning of Q3-2009. In a long- average); term context, the second quarter vacancy rate is 1.8% lower than the 6.6% average recorded since the beginning of Q3-2009 (REIS).

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 16 June 30, 2019 Update

Key Events / Recent Updates Debt Information • Construction commenced in February 2019. ($ in thousands)

• As of Q2-2019, the Property is 25% complete in terms Lender US Bank of total construction dollars spent to date. Total Principal Available $ 40,538 Balance Outstanding $ 0 • In Q1-2019, the Venture closed on a $41 million loan with US Bank. Interest Rate Spread 2.50% Index LIBOR The Investment Maturity Date January 11, 2023 ($ in thousands, except per unit amount) Extensions Available (1) One 1-Year Extension

Location Decatur, GA (1) Extension requires: (i) a min 1.25x DSCR; (ii) a max LTV of 65%; and (iii)

Property Type Multifamily Residential completion occurred and leasing of improvements started by July 11, 2021.

Size 270 Units Acquisition Date January 8, 2019 Acquisition All-In Cost $ 64,084 Cost at Completion $ 63,966 Cost Per Unit $ 236,914 Current Asset Valuation $ 13,754

The current asset valuation increased by 99% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII (1) 13,866 89.2% Equity - TCR 1,686 10.8% Total Capitalization $ 15,552 100.0%

(1) Equity figure includes a line balance of $1.0M on the Fund’s credit facility. Projected Capital Structure (in thousands) Debt $ 40,538 63.6% Equity - Fund VIII (1) 20,906 32.8% Equity - TCR 2,323 3.6% Total Capitalization $ 63,767 100.0%

(1) Equity figure includes a line balance of $1.0M on the Fund’s credit facility.

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 18 June 30, 2019 Update

Alexan - Oak Grove Dallas, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 19 June 30, 2019 Update

Background • Attractive investment basis and rental positioning when compared to recent sales comps; and On December 20, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Trammell Crow Residential, Inc. (“TCR”), • Experienced operating partner. (collectively, the “Venture”) acquired a 1.1-acre parcel of The current expected project development timeline is as land in the Oaklawn submarket of Dallas, TX for $12.5 follows: million ($67k/unit) (the “Property”). The Venture plans to develop a 185-unit, 14-story, Class A, high-rise multifamily • June 2019: Loan closing, execute GMP contract, and community with 278 parking spaces (1.14 spaces/unit). commence construction; The unit mix will consist of 19 studio (10%), 106 one- • June 2021: Deliver first units / unit occupancy begins; bedroom (57%), 58 two-bedroom (32%), and two three- • November 2021: Deliver final units; bedroom (1%) units, with an average unit size of 1,017 SF. • March 2022: Final Completion; and Occupying approximately 1.1 contiguous acres at Hall Street and Oak Grove in Dallas, the fully-entitled site is • May 2022: Complete lease-up and reach located in the Oaklawn submarket, which continues to stabilization. attract renters with its booming employment growth and dynamic nightlife. The site is within walking distance of Dallas, TX Market West Village, a home to 20+ restaurants and bars, a movie Asking rents climbed by 1.3% during the second quarter of theatre, well-known retailers, a boutique Hilton hotel and 2019 to an average of $1,227. Mean unit prices in the high-end fitness studios, such as Pure Barre, Soulcycle metro are as follows: studios $945, one bedrooms $1,061, and Barry's Bootcamp. Additionally, the Property is one two bedrooms $1,380, and three bedrooms $1,798. This block from McKinney Avenue and the Trolley line and, advance extends the market's run of gains to thirty-eight once developed, will enjoy unobstructed views of the quarters, during which asking rents have advanced by a downtown skyline. The trolley serves as a primary total of 50.8%. Since the beginning of Q3-2009, the metro transportation corridor, allowing Dallas residents to travel as a whole has recorded an annual average increase of throughout Uptown (offices, restaurants, retail, nightlife), 4.1%. Effective rents, which exclude the value of Downtown (150k jobs), and connect to the DART rail concessions offered to prospective tenants, also increased system. by 1.3% during the second quarter. The parity in rates of change suggests that landlords have been able to raise Carlyle views this investment opportunity as compelling for rents without also increasing the relative value of the following reasons: concessions packages offered to new renters. Positive • Excellent location, which benefits from strong roadway movement in asking rent was recorded in twenty-three of access and convenient transportation corridors, and the metro's twenty-four submarkets over the past four Dallas Dart Cityplace/Uptown Stop all located less quarters. than a half mile from the Property; The second quarter added 9,600 net new households to • Immediate proximity to major employment centers in the Dallas MSA. Since the beginning of Q3-2009, downtown Dallas; household formations in Dallas have averaged 1.8% per • Strong submarket demographics, with average year, representing the average annual addition of 30,200 incomes of $133k and median housing values of households. This pace of household formations contributed $400k within a one-mile radius of the Property; to an absorption rate of 2,860 units during the second quarter, and total metro stock grew by 3,376 units due to • Attractive supply/demand fundamentals, as the development activity. As a result, the metro average Property is projected to be the only high-rise in lease- vacancy rate drifted upward by 10 basis points to 5.8%. up within a five-mile radius at delivery in 2021;

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 20 June 30, 2019 Update

Over the last four quarters, market absorption totaled Debt Information 12,171 units, 1.1% greater than the average annual ($ in thousands) absorption rate of 12,039 units recorded since the Lender Associated Bank beginning of Q3-2009. From an historical perspective, the second quarter vacancy rate is 0.1% lower than the 5.9% Total Principal Available $ 49,140 average recorded since the beginning of Q3-2009 Balance Outstanding $ 0 (REIS). Interest Rate Spread 2.50% Key Events / Recent Updates Index LIBOR Maturity Date June 5, 2024 • In Q2-2019, the Venture executed the GMP contract. Extensions Available One 1-Year Extension

• As of Q2-2019, the Property was 22% complete in (1) Extension is subject to 1.25x DSCR. terms of total dollars spent to date.

• In Q2-2019, the Venture closed on a $49 million loan with Associated Bank. The Investment ($ in thousands, except per unit amount) Location Dallas, TX Property Type Multifamily Residential Size 185 Units Acquisition Date December 20, 2018 Acquisition All-In Cost $ 12,523 Cost at Completion $ 78,130 Cost Per Unit $ 422,326 Current Asset Valuation $ 13,977

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 22 June 30, 2019 Update

Alexan - Spring Crossing II Spring, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 23 June 30, 2019 Update

Background The current expected project development timeline is as follows: On December 22, 2017, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Trammell Crow Residential (“TCR”) • March 2018: Begin construction; (collectively, the “Venture”) acquired two parcels of land • April 2019: Deliver first units; that total 16.9 acres (the “Property”) located directly south of Springwoods Village, home of Exxon's three million SF • November 2019: Complete construction; and headquarters and near the highly desirable Woodlands • August 2020: Complete lease-up and reach submarket in Spring, TX. The Venture acquired both stabilization. parcels but will keep the 14.96-acre parcel (“Multifamily Parcel”) and concurrently sold 1.96 acres (“Retail Parcel”) Houston, TX Market to a third party retail developer for $1.6 million. The During the second quarter of 2019, asking rents in the most Venture acquired the land for $7.5 million ($21.3k/unit) and populous city in the state of Texas climbed by 0.9% to an intends to develop a 352-unit, Class A, three-story, garden average of $1,099. Mean unit prices in the metro are as apartment building with surface parking. Upon completion, follows: studios $811, one bedrooms $954, two bedrooms the unit mix will contain two studio (1%), 256 one-bedroom $1,227, and three bedrooms $1,528. This advance extends (73%), and 94 two-bedroom (26%) units with an average the market's streak of gains to ten quarters, during which unit size of 934 SF. asking rents have risen by a total of 11.2%. Since the beginning of Q3-2009, the metro as a whole has recorded In Q4-2017, the Venture closed on a $31 million loan with an annual average increase of 3.6%. Effective rents, which Cross First Bank. exclude the value of concessions offered to prospective Carlyle views the investment opportunity as compelling for tenants, climbed by 1.0% during the second quarter to an the following reasons: average of $1,031. Although all of the Houston • Location directly south of the three million SF, $1.2 metropolitan area's twenty-three apartment submarkets billion Exxon Campus and Springwoods Village, a contributed to the metro's recent rent growth, it is 2,000-acre, master-planned community that will instructive to observe that the 2.7% asking rent growth rate comprise of approximately 5,000 for-sale and of the past four quarters compares unfavorably to the residential housing units; nine million SF of metro's long-term performance. commercial development; one million SF of retail; and The second quarter added 12,380 net new households to up to five hotels upon completion that are expected to the Houston MSA. Since the beginning of Q3-2009, employ 35,000 to 50,000 employees; household formations in Houston have averaged 2.1% per • Location adjacent to The Market at Springwoods year, representing the average annual addition of 46,200 Village, a 167,000 SF Kroger anchored retail center, households. Demand attributable in part to this pace of that is 86% pre-leased, with other notable tenants, household formations contributed to the absorption of such as MOD Pizza, Zoe's Kitchen, Torchy's Tacos, 1,210 units during the second quarter, while new Chick-Fil-A, Cold Stone Creamery, and The Big Salad; development added 264 units to the metro inventory; the net effect of absorption and construction dynamics caused • Strong demographics in the Tomball/Spring the vacancy rate to drift downward by 20 basis points to submarket with an average household income of 5.7%. Over the last four quarters, market absorption totaled $111,297 and average home values of $184,320 7,887 units, 30.1% lower than the average annual within a three-mile radius of the Property; and absorption rate of 11,285 units recorded since the • Attractive basis when compared to recent sale comps beginning of Q3-2009. From an historical perspective, the in Houston. second quarter vacancy rate is 1.8% lower than the 7.5% average recorded since the beginning of Q3-2009 (REIS).

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 24 June 30, 2019 Update

Key Events / Recent Updates Debt Information • Construction continued during Q2-2019, and first units ($ in thousands) were delivered on schedule. Lender Cross First Bank • As of June 30, 2019, the Property was 15% occupied Total Principal Available $ 31,196 and 31% leased. Balance Outstanding $ 20,530 The Investment Interest Rate Spread 3.25% Index LIBOR ($ in thousands, except per unit amount) Maturity Date December 21, 2021 Location Spring, TX Extensions Available (1) Two 1-Year Extensions Property Type Multifamily Residential (1) First Extension requires (i) payment of 0.20% extension fee, (ii) min DSCR of Size 352 Units 1.20, (iii) max LTV of 60%, and (iv) project completion. Second Extension requires (i) payment of 0.20% extension fee, a (ii) DSCR of 1.25 to 1.00, and (iii) Acquisition Date December 22, 2017 max LTV of 60%.

Acquisition All-In Cost $ 8,849

Cost at Completion $ 50,989 Cost Per Unit $ 144,856 Occupancy 15% Current Asset Valuation $ 43,173

The current asset valuation increased by 30% from prior quarter due to construction and leasing progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 20,530 52.3% Equity - Fund VIII 16,846 42.9% Equity - TCR 1,872 4.8% Total Capitalization $ 39,247 100.0% Projected Capital Structure (in thousands) Debt $ 31,196 61.2% Equity - Fund VIII 17,814 34.9% Equity - TCR 1,979 3.9% Total Capitalization $ 50,989 100.0%

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 26 June 30, 2019 Update

Alexan - Springdale Austin, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 27 June 30, 2019 Update

Background streak of gains to ten quarters, during which asking rents have advanced by 13.3%. Since the beginning of Q3-2009, On June 5, 2019, Carlyle Realty Partners VIII, L.P. the metro as a whole has recorded an annual average (“Carlyle”) and Trammell Crow Residential increase of 3.8%. Effective rents, which exclude the value (“TCR”) (collectively, the “Venture”) a six-acre parcel of of concessions offered to prospective tenants, climbed by land for $6.3 million. The Venture intends to develop a 251- 1.8% during the second quarter to an average of $1,184. unit, Class A, four-story, garden-style multifamily During the past four quarters, positive movement in asking community (the “Property”) in the East Austin submarket rent was recorded in all fourteen of the metro's submarkets. of Austin, TX. Upon completion, the unit mix will contain 45 studio (18%), 156 one-bedroom (62%), and 50 two- Net new second quarter household formations in the Austin bedroom (20%) units with an average unit size of 820 SF. metropolitan area were 5,730. Since the beginning of Q3- 2009, household formations in Austin have averaged 2.8% Only 3.5 miles northeast of Downtown, the site offers per year, representing the average annual addition of access to Austin's largest job center (150k jobs) and 20,300 households. This pace of household formations vibrant restaurant and nightlife scene. Additionally, the contributed to an absorption rate of 912 units during the Property is in close proximity to the Mueller second quarter, while the metro inventory increased by Redevelopment, with 4.5 million SF of commercial (14.5k 1,152 units. In response, the metro average vacancy rate employees), 750k SF of retail, and over 140 acres of parks. drifted upward by 10 basis points to 5.9%. Over the last Carlyle views the investment opportunity as compelling for four quarters, market absorption totaled 5,375 units, 8.4% the following reasons: lower than the average annual absorption rate of 5,864 • Excellent suburban location, less than a mile east of units recorded since the beginning of Q3-2009. From an the Mueller master-planned development and only 3.5 historical perspective, the second quarter vacancy rate is miles northeast of downtown; 0.1% lower than the 6.0% average recorded since the beginning of Q3-2009 (REIS). • Favorable supply and demand dynamic, with submarket occupancy and rent growth above the Key Events / Recent Updates national average; and • In Q2-2019, the Venture is working on finalizing • Attractive basis at $193k/unit, which is favorable when permits and closing the construction loan. compared to recent sale comps. • Construction will commence in Q4-2019, and first The current expected project development timeline is as units are expected to deliver in Q1-2021. follows: The Investment • November 2019: Commence construction; ($ in thousands, except per unit amount)

• February 2021: Deliver first units and begin lease-up; Location Austin, TX Property Type Multifamily Residential • September 2021: Complete construction; and Size 251 Units • January 2022: Complete lease-up and reach Acquisition Date June 5, 2019 stabilization. Acquisition All-In Cost $ 6,278 Austin, TX Market Cost at Completion $ 48,890 Asking rents in the Texas state capital climbed by 1.7% Cost Per Unit $ 194,784 during the second quarter of 2019 to an average of $1,264. Current Asset Valuation $ 6,250 Mean unit prices in the metro are as follows: studios $1,005, one bedrooms $1,108, two bedrooms $1,427, and three bedrooms $1,721. This advance extends the market's

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 28 June 30, 2019 Update

Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 6,078 93.2% Equity - TCR 445 6.8% Total Capitalization $ 6,523 100.0% Projected Capital Structure (in thousands) Debt (1) $ 30,420 63.2% Equity - Fund VIII 16,827 35.0% Equity - TCR 886 1.8% Total Capitalization $ 48,133 100.0%

(1) Represents an estimated construction loan amount.

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 30 June 30, 2019 Update

Allure at Gateway Pinellas Park, FL

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 31 June 30, 2019 Update

Background • July 2019: Deliver first units and begin leasing; On March 19, 2018, Carlyle Realty Partners VIII, L.P. • November 2019: Complete construction; and (“Carlyle”) and The NRP Group (“NRP”) (collectively, the • August 2020: Complete lease-up and reach stabilization. “Venture”) acquired an 11.7-acre parcel of land located in Pinellas Park, Florida for $5.7 million (the “Property”). The In Q1-2018, the Venture closed on a $30 million loan with Venture intends to develop a 274-unit, four-story, Class A, CIBC. surface-parked, multifamily rental property housed within Tampa, FL Market two adjacent buildings. The unit mix will contain 130 one- bedroom (48%), 116 two-bedroom (42%), and 28 three- During the second quarter of 2019, asking rents increased bedroom (10%) units with an overall average unit size of by 1.3% to an average of $1,147. Mean unit prices in the 1,000 SF. metro are as follows: studios $899, one bedrooms $997, two bedrooms $1,224, and three bedrooms $1,573. This The Property is located approximately 11 miles north of St. advance extends the market's run of gains to thirty Petersburg, 19 miles southwest of Tampa, and just south quarters, during which asking rents have climbed by a total of the Gateway/Carillion employment center with 60,000 of 35.1%. Since the beginning of Q3-2009, the metro as a employees and three million SF of office space. The whole has recorded an annual average increase of 3.2%. Property has high visibility directly on Highway 19, a main Effective rents, which exclude the value of concessions north-south thoroughfare running from St. Petersburg up offered to prospective tenants, advanced by 1.4% during the western coast of Florida, which averages 67,000 the second quarter to an average of $1,092. During the vehicles per day; and it sits one mile from Interstate 275, past four quarters, positive movement in asking rent was which provides access to St. Petersburg, Tampa's recorded in all seventeen of the metro's submarkets. Westshore Business District, and Clearwater all within 20 minutes. Net new second quarter household formations in the Tampa-St. Petersburg metropolitan area were 6,620Since Carlyle views the investment opportunity as compelling for the beginning of Q3-2009, household formations in Tampa- the following reasons: St. Petersburg have averaged 1.2% per year, representing • Highly desirable location with immediate access to the average annual addition of 14,500 households. This employment, retail and entertainment amenities, pace of household formations contributed to an absorption boasting high visibility directly on Highway 19, a main rate of 440 units during the second quarter, while the metro north-south thoroughfare running from St. Petersburg inventory grew by 670 units. In response, the metro up the western coast of Florida, averaging 67,000 average vacancy rate drifted upward by 10 basis points to vehicles per day; 4.6%. Over the last four quarters, market absorption totaled 4,559 units, 37.8% greater than the average annual • Attractive cost basis and strong value proposition, as absorption rate of 3,307 units recorded since the beginning underwritten rents represent a notable discount of Q3-2009. In a long-term context, the second quarter compared to the competitive set which should vacancy rate is 1.1% lower than the 5.7% average expedite initial leasing upon delivery; and recorded since the beginning of Q3-2009 (REIS). • Experienced partner, The NRP Group, which is a full- service developer, general contractor, and property Key Events / Recent Updates manager of multifamily, senior, and student housing • As of Q2-2019, clubhouse and amenity spaces are in throughout the United States. its final stages before delivery. All units in Phase I have been delivered and turned to management. The current expected project development timeline is as follows: • The Property is 23% pre-leased with first resident move-ins at the end of August 2019. • April 2018: Commence construction;

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 32 June 30, 2019 Update

The Investment ($ in thousands, except per unit amount) Location Pinellas Park, FL Property Type Multifamily Residential Size 274 Units Acquisition Date March 19, 2018 Acquisition All-In Cost $ 8,825 Cost at Completion $ 45,088 Cost Per Unit $ 164,558 Current Asset Valuation $ 32,463

The current asset valuation increased by 57% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 15,267 51.6% Equity - Fund VIII 11,459 38.7% Equity - NRP Group 2,865 9.7% Total Capitalization $ 29,591 100.0% Projected Capital Structure (in thousands) Debt $ 29,750 66.5% Equity - Fund VIII 12,020 26.8% Equity - NRP Group 3,005 6.7% Total Capitalization $ 44,775 100.0% Debt Information ($ in thousands) Lender CIBC Total Principal Available $ 29,750 Balance Outstanding $ 15,267 Interest Rate Spread 3.00% Index LIBOR Maturity Date March 18, 2021 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires a 1.25x DSCR, construction completion and a 15 bps extension fee. Second Extension requires a 1.30x DSCR and a 10 bps extension fee.

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 34 June 30, 2019 Update

Alta Spring Creek Garland, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 35 June 30, 2019 Update

Background Fort Worth, TX Market On June 27, 2019, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents increased (“Carlyle”) and Wood Partners (“Wood”) (collectively, the by 1.7% to an average of $1,012. Mean unit prices in the “Venture”) acquired for $4 million ($18k/unit) a 9-acre metro are as follows: studios $724, one bedrooms $875, parcel of land (the “Property). The Venture plans to two bedrooms $1,130, and three bedrooms $1,427. This develop a 225-unit surface-parked garden apartment advance extends the market's streak of gains to thirty- community in the Garland submarket of the Dallas - Fort seven quarters, during which asking rents have climbed by Worth Metroplex. 42.2%. Since the beginning of Q3-2009, the metro as a whole has recorded an annual average increase of 3.5%. The Property is positioned 15 miles northeast of downtown Effective rents, which exclude the value of concessions Dallas directly adjacent to State Highway 190, a major offered to prospective tenants, also climbed by 1.7% during Dallas transit route that services approximately 58k the second quarter. The equal rates of change indicate that employees within a five-mile radius. Most notably, it will sit landlords have managed to command higher rents without proximate to the Richardson Telecom Corridor (five min sweetening the relative value of concessions packages drive/~102k employees) and CityLine (four min drive/13k used to attract new renters. During the past four quarters, employees), a Whole Foods-anchored mixed-use positive movement in asking rent was recorded in all nine development that is now home to both State Farm and of the metro's submarkets. Raytheon's regional headquarters. The site will also reside approximately three miles west of Firewheel Town Center, Net new second quarter household formations in the Fort a one million SF open-air Simon mall with over 110 stores, Worth metropolitan area were 4,920. Since the beginning of while also offering direct walking access to the Spring Q3-2009, household formations in Fort Worth have averaged Creek Greenbelt trail system and nearby Harris Park. 1.6% per year, representing the average annual addition of 14,100 households. This pace of household formations Carlyle views this investment opportunity as compelling for contributed to an absorption rate of 755 units during the the following reasons: second quarter, and total metro stock increased by 949 units • Quality suburban location with proximity to due to development activity. As a result, the metro average employment; vacancy rate drifted upward by 10 basis points to 4.3%. Over • Strong submarket fundamentals; the last four quarters, market absorption totaled 2,354 units, 20.0% lower than the average annual absorption rate of 2,941 • Strategic positioning supported by strong units recorded since the beginning of Q3-2009. From an demographics; and historical perspective, the second quarter vacancy rate is • Attractive cost basis and achievable pro-forma rents. 1.7% lower than the 6.0% average recorded since the beginning of Q3-2009 (REIS). The current expected project development timeline is as follows: Key Events / Recent Updates • July 2019: Commence construction; • In Q2-2019, the Venture closed on a $23 million loan with Hancock Bank. • September 2020: Deliver first units & begin lease-up; • In July 2019, construction at the Property • February 2021: Complete construction; and commenced. • July 2021: Complete lease-up and reach stabilization.

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 36 June 30, 2019 Update

The Investment ($ in thousands, except per unit amount) Location Garland, TX Property Type Multifamily Residential Size 225 Units Acquisition Date June 27, 2019 Acquisition All-In Cost $ 7,328 Cost at Completion $ 36,814 Cost Per Unit $ 163,942 Current Asset Valuation $ 4,000 Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 6,962 95.0% Equity - Wood 366 5.0% Total Capitalization $ 7,328 100.0% Projected Capital Structure (in thousands) Debt $ 22,825 61.9% Equity - Fund VIII 13,344 36.2% Equity - Wood 702 1.9% Total Capitalization $ 36,871 100.0% Debt Information ($ in thousands) Lender Hancock Bank Total Principal Available $ 22,825 Balance Outstanding $ 0 Interest Rate Spread 2.10% Index LIBOR Maturity Date June 27, 2023 Extensions Available None

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 38 June 30, 2019 Update

Aspire Westside Atlanta, GA

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 39 June 30, 2019 Update

Background Atlanta, GA Market On October 30, 2018, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents in (“Carlyle”) and Lincoln Property Company (“Lincoln”) Georgia's state capital and most populous city increased by (collectively, the “Venture”) closed on a 5.1-acre parcel of 1.4% to an average of $1,244. Mean unit prices in the land (the “Property) in the West Midtown submarket of metro are as follows: studios $1,126, one bedrooms Atlanta, GA. The Venture acquired the land for $4.3 million $1,128, two bedrooms $1,290, and three bedrooms ($25k/unit) with the intention to develop a 171-unit, Class $1,464. This advance extends the market's streak of gains A, four-story, surface-parked apartment community to thirty quarters, during which asking rents have risen by comprised of 43 studio (25%), 90 one-bedroom (53%) and 45.0%. Since the beginning of Q3-2009, the metro as a 38 two-bedroom (22%) units with an average unit size of whole has recorded an annual average increase of 3.8%. 815 SF and offer approximately 189 parking spaces Effective rents, which exclude the value of concessions (1.1x/unit or 1.3x/market-rate unit). offered to prospective tenants, climbed by 1.6% during the second quarter to an average of $1,168. During the past The Property will boast excellent access to a variety of four quarters, positive movement in asking rent was West Midtown's retail, dining, and entertainment recorded in all eighteen of the metro's submarkets. destinations and will offer direct access to a future extension of the Beltline, one of Atlanta's most popular The second quarter added 10,380 net new households to public works projects that is designed to connect over 45 the Atlanta MSA. Since the beginning of Q3-2009, neighborhoods through a comprehensive network of trails, household formations in Atlanta have averaged 1.3% per parks, and light-rail transportation. Furthermore, the year, representing the average annual addition of 27,700 Property is adjacent to creative office, high-end event households. This pace of household formations contributed space, and an art gallery and is within one mile from to an absorption rate of 911 units during the second Westside Reservoir Park, a former quarry totaling over 280 quarter, while the metro inventory increased by 855 units. acres that is set to become the largest greenspace in In response, the metro average vacancy rate drifted Atlanta. downward by 10 basis points to 4.8%. Over the last four quarters, market absorption totaled 8,657 units, 12.8% Carlyle views this investment opportunity as compelling for greater than the average annual absorption rate of 7,674 the following reasons: units recorded since the beginning of Q3-2009. In a long- • Strategic micro location with future beltline term context, the second quarter vacancy rate is 1.8% accessibility; lower than the 6.6% average recorded since the beginning • Attractive supply-demand fundamentals; of Q3-2009 (REIS).

• Top job growth market; Key Events / Recent Updates

• Attractive rent positioning and cost basis; and • As of Q2-2019, construction was 41% complete in terms of dollars spent. • An experienced Partner. • In Q4-2018, the Venture closed on a $21 million loan The current expected project development timeline is as with Santander Bank. follows:

• January 2019: Commence construction;

• March 2020: Deliver first units;

• August 2020: Complete lease-up and reach stabilization; and

• November 2020: Complete construction.

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 40 June 30, 2019 Update

The Investment Debt Information ($ in thousands, except per unit amount) ($ in thousands) Location Atlanta, GA Lender Santander Bank Property Type Multifamily Residential Total Principal Available $ 21,130 Size 171 Units Balance Outstanding $ 2,192 Acquisition Date October 30, 2018 Interest Rate Spread 2.75% Acquisition All-In Cost $ 6,951 Index LIBOR Cost at Completion $ 33,659 Maturity Date October 30, 2022 Cost Per Unit $ 196,837 Extensions Available (1) One 1-Year Extension

Current Asset Valuation $ 14,825 (1) Extension is subject to an 8.00% Debt Yield.

The current asset valuation increased by 36% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 2,192 18.6% Equity - Fund VIII 8,659 73.3% Equity - LPC 962 8.1% Total Capitalization $ 11,813 100.0% Projected Capital Structure (in thousands) Debt $ 21,130 63.3% Equity - Fund VIII 11,000 33.0% Equity - LPC 1,222 3.7% Total Capitalization $ 33,352 100.0%

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 42 June 30, 2019 Update

Aura Riverside Austin, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 43 June 30, 2019 Update

Background have advanced by 13.3%. Since the beginning of Q3-2009, the metro as a whole has recorded an annual average On October 24, 2017, Carlyle Realty Partners VIII, L.P. increase of 3.8%. Effective rents, which exclude the value (“Carlyle”) and Trinsic Residential Group (“Trinsic”) of concessions offered to prospective tenants, climbed by (collectively, the “Venture”) acquired a 9.0-acre parcel of 1.8% during the second quarter to an average of $1,184. land (the “Property”) located in the East Riverside Corridor During the past four quarters, positive movement in asking of Austin, TX for $7.0 million ($19k/unit). The Venture rent was recorded in all fourteen of the metro's submarkets. intends to develop a Class A 368-unit, four-story wood- framed wrap apartment community with 68 studio (19%), Net new second quarter household formations in the Austin 199 one-bedroom (54%), 71 two-bedroom (19%), eight metropolitan area were 5,730. Absorption of market rate three-bedroom (2%), and 22 live/work (6%) units with an rental units may not immediately reflect quarterly total average unit size of 836 SF. household formations or losses, but it is prudent to consider longer-term economic and demographic The Property sits less than three and a half miles southeast performance as influential upon current occupancy levels. of Downtown Austin in a dynamic growth corridor, which is Since the beginning of Q3-2009, household formations in home to Oracle Corporation's new 25-acre corporate Austin have averaged 2.8% per year, representing the campus overlooking Lady Bird Lake. average annual addition of 20,300 households. This pace Carlyle views this investment opportunity as compelling for of household formations contributed to an absorption rate the following reasons: of 912 units during the second quarter, while the metro • Unique location with distinguished characteristics; inventory increased by 1,152 units. In response, the metro average vacancy rate drifted upward by 10 basis points to • Proximity to major employment hubs; 5.9%. Over the last four quarters, market absorption totaled • Strong macro and micro market supply and demand 5,375 units, 8.4% lower than the average annual fundamentals; absorption rate of 5,864 units recorded since the beginning of Q3-2009. From an historical perspective, the second • Value proposition compared to the surrounding quarter vacancy rate is 0.1 percentage points lower than submarkets; and the 6.0% average recorded since the beginning of Q3-2009 • Attractive cost basis and duration. (REIS). The current expected project development timeline is as Key Events / Recent Updates follows: • First move-ins occurred on July 6, 2019. • October 2017: Commence construction; • As of June 30th, the Property was 9.5% leased • June 2019: Deliver first units;

• January 2020: Complete construction; and

• September 2020: Complete lease-up and reach stabilization. Austin, TX Market Asking rents in the Texas state capital climbed by 1.7% during the second quarter of 2019 to an average of $1,264. Mean unit prices in the metro are as follows: studios $1,005, one bedrooms $1,108, two bedrooms $1,427, and three bedrooms $1,721. This advance extends the market's streak of gains to ten quarters, during which asking rents

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 44 June 30, 2019 Update

The Investment ($ in thousands, except per unit amount) Location Austin, TX Property Type Multifamily Residential Size 368 Units Acquisition Date October 24, 2017 Acquisition All-In Cost $ 10,241 Cost at Completion $ 62,747 Cost Per Unit $ 170,509 Current Asset Valuation $ 55,128

The current asset valuation increased by 18% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 27,048 55.7% Equity - Fund VIII 19,345 39.9% Equity - Trinsic 2,149 4.4% Total Capitalization $ 48,542 100.0% Projected Capital Structure (in thousands) Debt $ 39,918 63.6% Equity - Fund VIII 20,550 32.8% Equity - Trinsic 2,280 3.6% Total Capitalization $ 62,748 100.0% Debt Information ($ in thousands) Lender Associated Bank Total Principal Available $ 39,918 Balance Outstanding $ 27,048 Interest Rate Spread 3.25% Index LIBOR Maturity Date April 24, 2021 Extensions Available (1) One 18-Month Extension

(1) Extension requires (i) an Extension Fee of 0.375%, (ii) a DSCR of 1.25 to 1.00, (iii) max LTV of 65%, and (iv) project completion.

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 46 June 30, 2019 Update

Aura Stone Oak San Antonio, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 47 June 30, 2019 Update

Background • Strong demographic statistics in the region with high incomes and home values; and On September 6, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Trinsic Residential Group (“Trinsic”) • Location adjacent to both the Canyon Ridge (collectively, the “Venture”) acquired a 30.4-acre parcel of Elementary School and Stone Oak Park & Public land (the “Property”) located in the Stone Oak submarket Trails and proximate to popular retail destinations. of San Antonio, TX for $5.3 million ($14k/unit). The Venture The current expected project development timeline is as intends to develop a 375-unit, low-density garden style follows: surface parked, Class A apartment project. Upon completion, the unit mix will contain 244 one-bedroom • September 2018: Commence construction; (65%), 109 two-bedroom (29%), and 22 three-bedroom • September 2019: Deliver first units; (6%) units, with an average unit size of 919 SF. The • September 2020: Complete construction; and Property will offer a total of 750 parking spaces, with 362 surface parked spots, 164 tuck under garage spots, 60 • January 2021: Complete lease-up and reach carports, and 164 tandem spaces, which is 2.0 spaces/unit stabilization. and 1.5 spaces/bed including the tandem spots (1.6 spaces/unit and 1.1 spaces/bed excluding those spots). San Antonio, TX Market During the second quarter of 2019, asking rents in the The Property is located in the Stone Oak submarket within Alamo City climbed by 1.1% to an average of $959. Mean San Antonio, in the far north central part of the city and just unit prices in the metro are as follows: studios $663, one north of Loop 1604. San Antonio's growth and development bedrooms $833, two bedrooms $1,074, and three has been primarily focused on the north half of the city. The bedrooms $1,397. This advance extends the market's run site has easy access to major highways including Loop of gains to thirty-eight quarters, during which asking rents 1604, Highway 281 and I‐10. The newly-completed have climbed by a total of 37.0%. Since the beginning of interchange between 1604 and 281 allows for more Q3-2009, the metro as a whole has recorded an annual accessibility for those inside the Loop. Additionally, TXDOT average increase of 3.2%. Effective rents, which exclude is moving forward upgrades to Highway 281, increasing the value of concessions offered to prospective tenants, capacity from five existing lanes to six highway lanes and climbed by 1.2% during the second quarter to an average four access road lanes by 2020. of $909. During the past four quarters, positive movement The Property is within close proximity to several popular in asking rent was recorded in all eleven of the metro's retail destinations, including Northwoods Center, a 693,000 submarkets. SF HEB‐anchored retail center as well as The Village at The second quarter added 4,150 net new households to Stone Oak Shopping Center and Stone Ridge Market. The the San Antonio MSA. Since the beginning of Q3-2009, Property is also serviced by the sought‐after North East household formations in San Antonio have averaged 2.0% Independent School District. per year, representing the average annual addition of Carlyle views this investment opportunity as compelling for 16,800 households. During the second quarter, absorption the following reasons: totaled 683 units, while metro inventory grew by 629 units, • Location in the Stone Oak submarket within San and the average vacancy rate remained unchanged at Antonio, in the far north central part of the city where 5.7%. Over the last four quarters, market absorption totaled San Antonio's growth and development has been 3,233 units, 20.2% lower than the average annual primarily focused; absorption rate of 4,051 units recorded since the beginning of Q3-2009. From an historical perspective, the second • Easy access to major highways, which allows for an quarter vacancy rate is 1.0% lower than the 6.7% average easy, 30-minute drive to downtown San Antonio; recorded since the beginning of Q3-2009 (REIS).

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 48 June 30, 2019 Update

Key Events / Recent Updates • As of June 30, 2019, the Property is 31% complete

based on total budgeted hard cost. The Investment ($ in thousands, except per unit amount) Location San Antonio, TX Property Type Multifamily Residential Size 375 Units Acquisition Date September 6, 2018 Acquisition All-In Cost $ 5,659 Cost at Completion $ 56,866 Cost Per Unit $ 151,645 Current Asset Valuation $ 23,214

The current asset valuation increased by 32% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 2,695 26.7% Equity - Fund VIII 6,650 66.0% Equity - Trinsic 739 7.3% Total Capitalization $ 10,084 100.0% Projected Capital Structure (in thousands) Debt $ 38,934 68.3% Equity - Fund VIII 16,256 28.5% Equity - Trinsic 1,806 3.2% Total Capitalization $ 56,996 100.0% Debt Information ($ in thousands) Lender Associated Bank Total Principal Available $ 38,934 Balance Outstanding $ 2,695 Interest Rate Spread 2.75% Index LIBOR Maturity Date March 6, 2022 Extensions Available None

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AVE Blue Bell Blue Bell, PA

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 51 June 30, 2019 Update

Background The current expected project development timeline is as follows: On August 2, 2018, of Carlyle Realty Partners VIII, L.P. (“Carlyle”), Korman Communities (“Korman”), and • August 2018: Commence construction; CornerstoneTracy (“CT”) (collectively, the “Venture”) • March 2020: Deliver first units; purchased a 12.1-acre parcel of land previously improved by two vacant low-rise flex/office buildings located in the • August 2020: Complete construction and deliver final Philadelphia suburb of Blue Bell, PA (the “Property”) for units; and $8.5 million. The Venture intends to develop a 270-unit, • November 2021: Complete lease-up and reach Class A, four-story luxury apartment building offering 100 stabilization. furnished rental units. The unit mix will consist of 15 studio (6%), 131 one-bedroom and one-bedroom with den (49%), Philadelphia, PA Market and 124 two-bedroom and two-bedroom with den (46%) During the second quarter of 2019, asking rents in units, with an average unit size of 1,044 SF. Philadelphia climbed by 1.5% to an average of $1,399. The Property is located Blue Bell, PA, 15 miles northeast of Mean unit prices in the metro are as follows: studios Center City Philadelphia. Primarily a residential area, Blue $1,097, one bedrooms $1,241, two bedrooms $1,537, and Bell boasts an excellent school system and high-earning three bedrooms $2,306. This advance extends the market's households and also has excellent access to the greater run of gains to thirty-seven quarters, during which asking Philadelphia region via major highways and public rents have advanced by a total of 37.2%. Since the transportation. Adjacent to the Property is 2.5 million SF of beginning of Q3-2009, the metro as a whole has recorded office space and 10,000 jobs at major employers including an annual average increase of 3.1%. Effective rents, which Unisys, Aetna, Merck, Siemens, and Henkles & McCoy. exclude the value of concessions offered to prospective Approximately two miles from the Property is the Plymouth tenants, also rose by 1.5% during the second quarter. The Meeting Mall, which is undergoing a substantial $97 million parity in rates of change shows that landlords have been redevelopment by its owner into a master-planned able to raise rents without also increasing the relative value community including retail, office, residential, hotel of concessions packages offered to new renters. During uses. Notable existing tenants include Whole Foods, AMC the past four quarters, positive movement in asking rent Movies, and Boscov's. was recorded in twenty-seven of the metro's twenty-eight submarkets, with only North Delaware County (-2.5%) Carlyle views this investment opportunity as compelling for failing to register an increase. the following reasons: The second quarter added 5,210 net new households to • Excellent micro location and strong demographic the Philadelphia MSA. Since the beginning of Q3-2009, profile; household formations in Philadelphia have averaged 0.6% • Location with excellent access to the greater per year, representing the average annual addition of Philadelphia region via major highways and public 12,100 households. During the second quarter, absorption transportation; totaled 1,057 units, while metro inventory increased by 1,234 units, and the average vacancy rate remained • Attractive supply-demand fundamentals with high unchanged at 4.2%. Over the last four quarters, market occupancy which is projected to increase in future absorption totaled 4,788 units, 71.7% greater than the years; and average annual absorption rate of 2,789 units recorded • Attractive cost basis compared to recent trades in since the beginning of Q3-2009. From an historical inferior locations. perspective, the second quarter vacancy rate is 0.2% lower than the 4.4% average recorded since the beginning of Q3- 2009 (REIS).

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 52 June 30, 2019 Update

Key Events / Recent Updates Debt Information • In Q2-2019, concrete pouring and framing progressed; ($ in thousands) the first phase is under roof; and drywall in phase 1 Lender M&T Bank has commenced. Total Principal Available $ 58,000 • In Q3-2018, the Venture closed on a $58 million loan Balance Outstanding $ 10,216 with MT Bank. Interest Rate Spread 2.00% The Investment Index LIBOR ($ in thousands, except per unit amount) Maturity Date August 2, 2021 Extensions Available (1) Two 1-Year Extensions

Location Blue Bell, PA (1) First Extension requires at least 50% leased, a min DSCR of 1.0x and a max Property Type Multifamily Residential LTV of 68%. Second Extension requires at least 85% occupied, a min DSCR of 1.15x, and a max LTV of 68%. Size 270 Units Acquisition Date August 2, 2018 Acquisition All-In Cost $ 11,913 Cost at Completion $ 88,199 Cost Per Unit $ 326,664 Current Asset Valuation $ 38,658 The current asset valuation increased by 35% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 10,216 26.7% Equity - Fund VIII 25,748 67.3% Equity - Korman 2,278 6.0% Total Capitalization $ 38,242 100.0% Projected Capital Structure (in thousands) Debt $ 58,000 65.7% Equity - Fund VIII 27,304 30.9% Equity - Korman 3,020 3.4% Total Capitalization $ 88,324 100.0%

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Avonlea Reynolds Duluth, GA

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 55 June 30, 2019 Update

Background Atlanta, GA Market On June 8, 2018, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents in (“Carlyle”) and Quintus Corporation (“Quintus”) Georgia's state capital and most populous city increased by (collectively, the “Venture”) assumed the fee simple 1.4% to an average of $1,244. Mean unit prices in the interest in a 12.9-acre parcel located in Gwinnett County, a metro are as follows: studios $1,126, one bedrooms suburb north of Atlanta, GA for $3.2 million. $1,128, two bedrooms $1,290, and three bedrooms $1,464. This advance extends the market's streak of gains Quintus acquired the land in February 2017 and proceeded to thirty quarters, during which asking rents have risen by to entitle the land for the development of 286 units in six 45.0%. Since the beginning of Q3-2009, the metro as a Class A apartment buildings with 460 surface and 54 whole has recorded an annual average increase of 3.8%. covered parking spaces (1.8 spaces/unit) (the Effective rents, which exclude the value of concessions “Property”). Once developed, the unit mix will contain 158 offered to prospective tenants, climbed by 1.6% during the one-bedroom (55%) and 128 two-bedroom (45%) units with second quarter to an average of $1,168. During the past an average unit size of 945 SF. four quarters, positive movement in asking rent was Carlyle views this investment opportunity as compelling for recorded in all eighteen of the metro's submarkets. the following reasons: The second quarter added 10,380 net new households to • Strategically located just 0.25 mile from I-85 in Duluth, the Atlanta MSA. Since the beginning of Q3-2009, GA offering proximity and accessibility to economic household formations in Atlanta have averaged 1.3% per hubs in North Atlanta as well as Atlanta's downtown year, representing the average annual addition of 27,700 core; households. This pace of household formations contributed • Strong projected supply and demand fundamentals as to an absorption rate of 911 units during the second Atlanta continues to exhibit strong population and quarter, while the metro inventory increased by 855 units. employment growth; In response, the metro average vacancy rate drifted downward by 10 basis points to 4.8%. Over the last four • Supply-constrained market with high barriers to entry quarters, market absorption totaled 8,657 units, 12.8% related to the entitlement process in the submarket, greater than the average annual absorption rate of 7,674 leaving much of the existing multifamily rental stock in units recorded since the beginning of Q3-2009. In a long- older properties with limited amenity offerings; term context, the second quarter vacancy rate is 1.8% • Shovel‐ready property with entitlements, design, and lower than the 6.6% average recorded since the beginning permitting already in place or imminent; and of Q3-2009 (REIS). • Attractive development basis equating to discounts Key Events / Recent Updates relative to recent sales comps. • In Q2-2019, framing had started at the Property. The current expected project development timeline is as • As of June 30, 2019, construction was 41% complete follows: in terms of dollars spent. • July 2018: Commence construction;

• January 2020: Deliver first units; and

• February 2021: Complete lease-up and reach stabilization. In Q2-2018, the Venture closed on a $33 million loan with BB&T Bank.

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The Investment ($ in thousands, except per unit amount) Location Duluth, GA Property Type Multifamily Residential Size 286 Units Acquisition Date June 8, 2018 Acquisition All-In Cost $ 3,865 Cost at Completion $ 48,110 Cost Per Unit $ 168,217 Current Asset Valuation $ 26,093

The current asset valuation increased by 40% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 12,021 90.0% Equity - Quintus 1,336 10.0% Total Capitalization $ 13,357 100.0% Projected Capital Structure (in thousands) Debt $ 33,320 69.2% Equity - Fund VIII 13,311 27.7% Equity - Quintus 1,479 3.1% Total Capitalization $ 48,110 100.0% Debt Information ($ in thousands) Lender BB&T Bank Total Principal Available $ 33,320 Balance Outstanding $ 0 Interest Rate Spread 2.30% Index LIBOR Maturity Date July 1, 2023 Extensions Available None

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Broadstone 15th Street Flats Houston, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 59 June 30, 2019 Update

Background Houston, TX Market On September 26, 2018, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents in the most ("Carlyle") and Alliance Residential Company ("Alliance") populous city in the state of Texas climbed by 0.9% to an (collectively, the "Venture") acquired two fully-entitled average of $1,099. Mean unit prices in the metro are as adjacent land parcels (the "Property") located in the follows: studios $811, one bedrooms $954, two bedrooms Heights submarket of Houston, TX for $9.5 million. The $1,227, and three bedrooms $1,528. This advance extends Venture intends to develop an eight-story, 337-unit, Class the market's streak of gains to ten quarters, during which A apartment building and a seven-story structured parking asking rents have risen by 11.2%. Since the beginning of garage. The Property will contain 268 one-bedroom (80%), Q3-2009, the metro as a whole has recorded an annual and 69 two-bedroom (20%) units with an average unit size average increase of 3.6%. Effective rents, which exclude of 783 SF. the value of concessions offered to prospective tenants, climbed by 1.0% during the second quarter to an average The Property is located at the corner of Shepherd Drive of $1,031. Although all of the Houston metropolitan area's and West 15th Street within close proximity to major twenty-three apartment submarkets contributed to the employment centers such downtown Houston (1.25 miles), metro's recent rent growth, it is instructive to observe that Texas Medical Center (4.0 miles), and Galleria/Uptown the 2.7% asking rent growth rate of the past four quarters District (4.25 miles). The surrounding downtown Houston compares unfavorably to the metro's long term area consists of 46.5 million RSF of office space and is performance. home to 12 of the city's 26 Fortune 500 companies, including Chevron, Shell Oil Company, Chase Bank, KBR, The second quarter added 12,380 net new households to Exxon Mobil Corporation, Hess Corporation, United the Houston MSA. Since the beginning of Q3-2009, Airlines, and Wells Fargo. The Property has convenient household formations in Houston have averaged 2.1% per access to several major thoroughfares including Interstate year, representing the average annual addition of 46,200 10, Interstate 45, and Loop 610. households. Demand attributable in part to this pace of household formations contributed to the absorption of Carlyle views this investment opportunity to be compelling 1,210 units during the second quarter, while new for the following reasons: development added 264 units to the metro inventory; the • Good location within close proximity to major net effect of absorption and construction dynamics caused employment centers; the vacancy rate to drift downward by 20 basis points to • Extensive existing and expanding retail footprint in 5.7%. Over the last four quarters, market absorption totaled nearby submarket; and 7,887 units, 30.1% lower than the average annual absorption rate of 11,285 units recorded since the • Experienced operating partner. beginning of Q3-2009. From an historical perspective, the The current expected project development timeline is as second quarter vacancy rate is 1.8% lower than the 7.5% follows: average recorded since the beginning of Q3-2009 (REIS). • October 2018: Commence site work; Key Events / Recent Updates • July 2020: Deliver first units; • As of Q2-2019, construction was 23% complete and remains within budget. • February 2021: Complete construction; and • Construction commenced in Q4-2018, and first units • October 2021: Reach stabilization. are expected to deliver in Q3-2020.

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The Investment ($ in thousands, except per unit amount) Location Houston, TX Property Type Multifamily Residential Size 337 Units Acquisition Date September 26, 2018 Acquisition All-In Cost $ 11,160 Cost at Completion $ 72,519 Cost Per Unit $ 215,189 Current Asset Valuation $ 24,442

The current asset valuation increased by 63% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 20,374 95.0% Equity - Alliance 1,072 5.0% Total Capitalization $ 21,446 100.0% Projected Capital Structure (in thousands) Debt $ 46,787 64.5% Equity - Fund VIII 24,445 33.7% Equity - Alliance 1,287 1.8% Total Capitalization $ 72,519 100.0% Debt Information ($ in thousands) Lender JP Morgan Total Principal Available $ 47,787 Balance Outstanding $ 0 Interest Rate Spread 2.25% Index LIBOR Maturity Date September 26, 2022 Extensions Available (1) Two 1-Year Extensions

(1) Extensions require a 20 bps fee. First Extension requires min amortizing DSCR of at least 1.15x and a max LTV of 65%. Second Extension requires min amortizing DSCR of at least 1.25x and a max LTV of 65%.

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Broadstone Barker Cypress Houston, TX

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Background asking rents have risen by 11.2%. Since the beginning of Q3-2009, the metro as a whole has recorded an annual On April 11, 2018, Carlyle Realty Partners VIII, L.P. average increase of 3.6%. Effective rents, which exclude (“Carlyle”) and Alliance Residential Company (“Alliance”) the value of concessions offered to prospective tenants, (collectively, the “Venture”) acquired a 16.6-acre parcel of climbed by 1.0% during the second quarter to an average land (the “Property”) located in the Katy/Cinco Ranch of $1,031. Although all of the Houston metropolitan area's submarket, approximately 20 miles west of downtown twenty-three apartment submarkets contributed to the Houston, TX. The Venture purchased the land for $5.1 metro's recent rent growth, it is instructive to observe that million ($14.2k/unit) and intends to develop a 364-unit, the 2.7% asking rent growth rate of the past four quarters Class A, three-story, low-density garden-style apartment compares unfavorably to the metro's long term community. Upon completion, the unit mix will contain 240 performance. one-bedroom (66%), 108 two-bedroom (30%), and 16 three-bedroom (4%) units with an average unit size of 869 The second quarter added 12,380 net new households to SF. The Property will offer 568 parking spaces (1.6 the Houston MSA. Absorption of market rate rental units spaces/unit), with 508 surface parked spaces and 60 may not immediately reflect quarterly total household garage spaces. formations or losses, but it is prudent to consider longer- term economic and demographic performance as influential Carlyle views this investment opportunity as compelling for upon current occupancy levels. Since the beginning of Q3- the following reasons: 2009, household formations in Houston have averaged • Favorable location in the Katy / Energy Corridor 2.1% per year, representing the average annual addition of submarket, a highly desirable suburban location; 46,200 households. Demand attributable in part to this • Strong demographics with 17% local population pace of household formations contributed to the absorption growth since 2010; of 1,210 units during the second quarter, while new development added 264 units to the metro inventory; the • Convenient access to major thoroughfares in Houston; net effect of absorption and construction dynamics caused and the vacancy rate to drift downward by 20 basis points to • Attractive low basis below the adjusted, weighted 5.7%. Over the last four quarters, market absorption totaled average of the competitive set. 7,887 units, 30.1% lower than the average annual absorption rate of 11,285 units recorded since the The current expected project development timeline is as beginning of Q3-2009. From an historical perspective, the follows: second quarter vacancy rate is 1.8 percentage points lower • May 2018: Commence construction; than the 7.5% average recorded since the beginning of Q3- 2009 (REIS). • June 2019: Deliver first units; begin lease-up;

• February 2020: Complete construction; and Key Events / Recent Updates • As of Q2-2019, construction was approximately 65% • December 2020: Complete lease-up and reach complete in terms of dollars spent and remains within stabilization. budget. Houston, TX Market • In Q2-2019, the Property achieved its initial During the second quarter of 2019, asking rents in the most occupancy of 3%. populous city in the state of Texas climbed by 0.9% to an average of $1,099. Mean unit prices in the metro are as follows: studios $811, one bedrooms $954, two bedrooms $1,227, and three bedrooms $1,528. This advance extends the market's streak of gains to ten quarters, during which

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 64 June 30, 2019 Update

The Investment ($ in thousands, except per unit amount) Location Houston, TX Property Type Multifamily Residential Size 364 Units Acquisition Date April 11, 2018 Acquisition All-In Cost $ 5,342 Cost at Completion $ 48,491 Cost Per Unit $ 133,214 Occupancy 3% Current Asset Valuation $ 30,381

The current asset valuation increased by 64% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 14,642 46.6% Equity - Fund VIII 15,949 50.7% Equity - Alliance 839 2.7% Total Capitalization $ 31,430 100.0% Projected Capital Structure (in thousands) Debt $ 31,179 64.3% Equity - Fund VIII 16,446 33.9% Equity - Alliance 866 1.8% Total Capitalization $ 48,491 100.0% Debt Information ($ in thousands) Lender Green Bank Total Principal Available $ 31,179 Balance Outstanding $ 14,642 Interest Rate Spread 3.25% Index LIBOR Maturity Date April 11, 2023 Extensions Available None

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Broadstone Heathrow Sanford, FL

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 67 June 30, 2019 Update

Background Orlando, FL Market On June 21, 2019, Carlyle Realty Partners VIII, L.P. Asking rents climbed by 1.1% during the second quarter of (“Carlyle”) and Alliance Residential Company (“Alliance”) 2019 to an average of $1,258. Mean unit prices in the (collectively, the “Venture”), acquired a 12-acre parcel of metro are as follows: studios $960, one bedrooms $1,100, land in the Heathrow/Lake Mary submarket of Orlando, FL two bedrooms $1,325, and three bedrooms $1,598. This (the "Property") for $4.7 million. The Venture intends to advance extends the market's streak of gains to thirty develop a 260-unit multifamily community with a unit mix quarters, during which asking rents have advanced by consisting of four studio (2%), 126 one-bedroom (48%), 43.7%. Since the beginning of Q3-2009, the metro as a 106 two-bedroom (40%), and 27 three-bedroom (10%) whole has recorded an annual average increase of 3.6%. units with an average unit size of 970 SF. Effective rents, which exclude the value of concessions offered to prospective tenants, also climbed by 1.1% during Situated approximately 21 miles north of downtown the second quarter. The identical rates of change indicate Orlando and 32 miles north of Orlando International Airport, that landlords have succeeded in raising rents while the Property is located on the corner of International maintaining a stable relationship between asking and Parkway and SR-46, within the Heathrow/Lake Mary effective rent values. During the past four quarters, positive multifamily submarket. Due to its proximity to I-4 and SR- movement in asking rent was recorded in all eleven of the 417, future residents will benefit from convenient access to metro's submarkets. approximately five million SF of Class A office space, which houses a number of the city's major employers, including Net new second quarter household formations in the AAA (corporate HQ), Chase Bankcard Services, Symantec, Orlando metropolitan area were 7,840. Since the beginning Verizon, among others. In addition, the Property is within a of Q3-2009, household formations in Orlando have five-minute drive from the Publix-anchored Seminole averaged 2.0% per year, representing the average annual Towne Center Mall (1.2 million SF) and the Marketplace at addition of 17,400 households. During the second quarter, Seminole Towne Center (485k SF of retail). absorption totaled 352 units, while metro inventory grew by 350 units, and the average vacancy rate remained flat at Carlyle views this investment opportunity as compelling for 5.7%. Over the last four quarters, market absorption totaled the following reasons: 3,994 units, 1.7% lower than the average annual • Excellent location proximate to demand drivers, absorption rate of 4,064 units recorded since the beginning including key retail, and employment centers; of Q3-2009. From an historical perspective, the second • Expanding MSA with healthy supply/demand quarter vacancy rate is 0.5% lower than the 6.2% average fundamentals; and recorded since the beginning of Q3-2009 (REIS).

• Attractive cost basis and rental positioning when Key Events / Recent Updates compared to recent sale comps. • Site work at the Property is projected to commence in The current expected project development timeline is as Q3-2019. follows: • In Q2-2019, the Venture closed on a $32.4 million • November 2019: Commence construction; dollar loan with Wells Fargo.

• February 2021: Deliver first units;

• August 2021: Deliver final units and complete construction; and

• February 2022: Complete lease-up and reach stabilization.

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The Investment ($ in thousands, except per unit amount) Location Sanford, FL Property Type Multifamily Residential Size 260 Units Acquisition Date June 21, 2019 Acquisition All-In Cost $ 6,061 Cost at Completion $ 52,534 Cost Per Unit $ 202,055 Current Asset Valuation $ 4,680 Current Capital Structure (in thousands) Debt $ 294 3.5% Equity - Fund VIII 7,681 91.7% Equity - Alliance 404 4.8% Total Capitalization $ 8,379 100.0% Projected Capital Structure (in thousands) Debt $ 32,400 62.0% Equity - Fund VIII 19,413 37.2% Equity - Alliance 404 0.8% Total Capitalization $ 52,217 100.0% Debt Information ($ in thousands) Lender Wells Fargo & Company Total Principal Available $ 32,400 Balance Outstanding $ 294 Interest Rate Spread 2.60% Index LIBOR Maturity Date December 21, 2022 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires 9.25% Debt Yield, second Extension requires 9.50 Debt Yield. Both Extensions require completion of improvements and 25 bps fee.

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Broadstone Museum District Houston, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 71 June 30, 2019 Update

Background Houston, TX Market On May 9, 2019, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents in the most ("Carlyle") and Alliance Residential Company ("Alliance") populous city in the state of Texas climbed by 0.9% to an (collectively, the "Venture") acquired a 2.1-acre parcel of average of $1,099. Mean unit prices in the metro are as land located in Houston, Texas for $16.5 million follows: studios $811, one bedrooms $954, two bedrooms (the “Property”). The Venture intends to develop a 325- $1,227, and three bedrooms $1,528. This advance extends the unit, Class A, nine-story elevatored, metal frame high-rise market's streak of gains to ten quarters, during which asking apartment community. The Property's unit mix will be rents have risen by 11.2%. Since the beginning of Q3-2009, comprised of one studio (0.3%), 257 one-bedroom (79%), the metro as a whole has recorded an annual average and 67 two-bedroom (21%) units with an average unit size increase of 3.6%. Effective rents, which exclude the value of of 878 SF. In addition to the residential units, the Property concessions offered to prospective tenants, climbed by 1.0% will include approximately 446 parking spaces (1.4 during the second quarter to an average of $1,031. Although spaces/unit) through a four-level garage podium deck. all of the Houston metropolitan area's twenty-three apartment submarkets contributed to the metro's recent rent growth, it is The Property is located in a very popular area of Houston, instructive to observe that the 2.7% asking rent growth rate of one of the most desirable urban locations within the city. It the past four quarters compares unfavorably to the metro's is within walking distance to the Museum District, offering long term performance. multiple dining establishments and an abundance of museums, galleries, community organizations and cultural The second quarter added 12,380 net new households to the centers. The Property boasts excellent centralized access Houston MSA. Since the beginning of Q3-2009, household to key transportation arteries (including US Highway 59, formations in Houston have averaged 2.1% per year, Interstate 10, Interstate 45 and Loop 610) connecting representing the average annual addition of 46,200 residents to all major employment, entertainment, and households. Demand attributable in part to this pace of recreational centers in Houston. household formations contributed to the absorption of 1,210 units during the second quarter, while new development added Carlyle views this investment opportunity as compelling for 264 units to the metro inventory; the net effect of absorption the following reasons: and construction dynamics caused the vacancy rate to drift • Excellent infill location with close proximity to major downward by 20 basis points to 5.7%. Over the last four employment centers and amenities; quarters, market absorption totaled 7,887 units, 30.1% lower • Strategic positioning supported by strong than the average annual absorption rate of 11,285 units demographics and affordable rents; recorded since the beginning of Q3-2009. From an historical perspective, the second quarter vacancy rate is 1.8% lower • Attractive cost basis when compared to nearby high- than the 7.5% average recorded since the beginning of Q3- rise rental properties; and 2009 (REIS). • Experienced operating partner. Key Events / Recent Updates The current expected project development timeline is as • As of Q2-2019, sitework and demolition at the follows: Property commenced; and construction was 1% • May 2019: Commence construction; complete in terms of dollars spent.

• May 2021: Deliver first units and begin leasing; • In Q2-2019, the Venture closed on a $59 million loan with Comerica Bank. • November 2021: Complete construction and receive final certificate of occupancy; and

• April 2022: Complete lease-up and reach stabilization.

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The Investment ($ in thousands, except per unit amount) Location Houston, TX Property Type Multifamily Residential Size 325 Units Acquisition Date May 9, 2019 Acquisition All-In Cost $ 20,100 Cost at Completion $ 90,072 Cost Per Unit $ 277,145 Current Asset Valuation $ 16,500 Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 18,911 95.0% Equity - Alliance 995 5.0% Total Capitalization $ 19,906 100.0% Projected Capital Structure (in thousands) Debt $ 58,517 64.9% Equity - Fund VIII 29,977 33.3% Equity - Alliance 1,578 1.8% Total Capitalization $ 90,072 100.0% Debt Information ($ in thousands) Lender Comerica Bank Total Principal Available $ 58,602 Balance Outstanding $ 0 Interest Rate Spread 2.50% Index LIBOR Maturity Date June 14, 2023 Extensions Available (1) Two 1-Year Extensions

(1) Both Extensions are subject to: (i) completion, (ii) a 15 bps extension fee, (iii) min DSCR of 1.00x for the first Extension and 1.20x for the second Extension, and (iv) a max LTV of 65% for the first Extension. Both Extensions require amortization payments based on a 30-year amortization schedule with a 6.0% rate.

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Broadstone Norcross Norcross, GA

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 75 June 30, 2019 Update

Background • May 2020: Deliver first units and begin leasing; On January 18, 2019, Carlyle Realty Partners VIII, L.P. • January 2021: Complete construction and receive ("Carlyle") and Alliance Residential Company ("Alliance") final certificate of occupancy; and (collectively, the "Venture") acquired an 11-acre parcel of • June 2021: Complete lease-up and reach stabilization. land located in Norcross, Georgia for $11.1 million (the “Property”). The Venture intends to develop a 290-unit Atlanta, GA Market apartment community comprised of two new wood-frame During the second quarter of 2019, asking rents in buildings and two adaptive re-use buildings. Parking will Georgia's state capital and most populous city increased by consist of a four-level parking deck with additional surface 1.4% to an average of $1,244. Mean unit prices in the parking. The unit mix will contain three studio (1%), 161 metro are as follows: studios $1,126, one bedrooms one-bedroom (55%), 118 two-bedroom (41%), and eight $1,128, two bedrooms $1,290, and three bedrooms three-bedroom (3%) units with an overall average unit size $1,464. This advance extends the market's streak of gains of 937 SF. In addition, the Venture will horizontally develop to thirty quarters, during which asking rents have risen by a 64 pad-ready townhome lots simultaneously with site work total of 45.0%. Since the beginning of Q3-2009, the metro for the Project and is under contract with Lennar to sell as a whole has recorded an annual average increase of them upon completion. 3.8%. Effective rents, which exclude the value of The Property is located in Norcross within the North concessions offered to prospective tenants, climbed by Gwinnett submarket of Atlanta, approximately 15 miles 1.6% during the second quarter to an average of $1,168. northeast of downtown. It is within walking distance to During the past four quarters, positive movement in asking historic downtown Norcross, offering multiple dining rent was recorded in all eighteen of the metro's establishments, a variety of specialty shops, several submarkets. community parks and a performing arts center. Additionally The second quarter added 10,380 net new households to the Property boasts excellent centralized access to key the Atlanta MSA. Since the beginning of Q3-2009, transportation arteries (including Interstate 85, Interstate household formations in Atlanta have averaged 1.3% per 985 and Peachtree Industrial Blvd) allowing for quick and year, representing the average annual addition of 27,700 convenient access to the area's main employment hubs, households. This pace of household formations contributed retail destinations and recreational facilities (less than 20 to an absorption rate of 911 units during the second minutes driving to Buckhead, Midtown, Perimeter Center quarter, while the metro inventory increased by 855 units. and Downtown). In response, the metro average vacancy rate drifted Carlyle views this investment opportunity as compelling for downward by 10 basis points to 4.8%. Over the last four the following reasons: quarters, market absorption totaled 8,657 units, 12.8% greater than the average annual absorption rate of 7,674 • Unique location with superior walkability to downtown units recorded since the beginning of Q3-2009. In a long- Norcross and convenient access to major term context, the second quarter vacancy rate of 1.8% is employment, retail and recreational hubs; lower than the 6.6% average recorded since the beginning • Top job and population growth market; of Q3-2009 (REIS). • Limited Class A stock in the micro market resulting in Key Events / Recent Updates attractive supply and demand fundamentals; and • As of Q2-2019, construction was 28% complete in • Experienced operating partner. terms of dollars spent.

The current expected project development timeline is as • In Q1-2019, sitework and demolition began. In Q3- follows: 2019 and Q4-2019, pouring of the slabs and framing, respectively, are expected to begin. • February 2019: Commence construction;

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• The Lennar townhomes are expected to be complete Debt Information in Q1-2020 (Phase I) and Q2-2020 (Phase II). ($ in thousands) • In Q1-2019, the Venture closed on a $43 million loan Lender BMO Harris Bank with BMO Harris Bank. Total Principal Available $ 42,520 The Investment Balance Outstanding $ 0 ($ in thousands, except per unit amount) Interest Rate Spread 2.50% Location Norcross, GA Index LIBOR Property Type Multifamily Residential Maturity Date August 8, 2022 Size 290 Units Extensions Available (1) Two 1-Year Extensions

(1) Both Extensions are subject to: (i) completion, (ii) payment of a 20 bps extension Acquisition Date January 18, 2019 fee, (iii) a max appraised LTV of 60%, and (iv) min DSCR of 0.97x for the First Extension and 1.25x for the Second Extension. At the time of the First Acquisition All-In Cost $ 13,467 Extension, the loan amount must be a max of $38.2 million. Both Extensions will require amortization payments based on a 30-year amortization schedule with a Cost at Completion $ 67,718 6.0% rate. Cost Per Unit $ 233,512

Current Asset Valuation $ 17,383

The current asset valuation increased by 18% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 16,266 95.0% Equity - Alliance 856 5.0% Total Capitalization $ 17,122 100.0% Projected Capital Structure (in thousands) Debt $ 42,520 62.8% Equity - Fund VIII 23,938 35.3% Equity - Alliance 1,260 1.9% Total Capitalization $ 67,718 100.0%

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Broadstone Sawyer Arts Houston, TX

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Background asking rents have risen by 11.2%. Since the beginning of Q3-2009, the metro as a whole has recorded an annual On June 29, 2018, Carlyle Realty Partners VIII, L.P. average increase of 3.6%. Effective rents, which exclude (“Carlyle”) and Alliance Residential Company (“Alliance”) the value of concessions offered to prospective tenants, (collectively, the “Venture”) acquired a 3.8-acre parcel of climbed by 1.0% during the second quarter to an average land (the “Property”) located in the Montrose/River Oaks of $1,031. Although all of the Houston metropolitan area's submarket of Houston, TX for $14.3 million ($43.6k/unit). twenty-three apartment submarkets contributed to the The Venture intends to develop a 327-unit, Class A, five- metro's recent rent growth, it is instructive to observe that story, wrap apartment building. Upon completion, the unit the 2.7% asking rent growth rate of the past four quarters mix will contain 270 one-bedroom (83%) and 57 two- compares unfavorably to the metro's long term bedroom (17%) units with an average unit size of 779 SF. performance. The project will include a six-story parking garage with 459 parking spaces (1.4 spaces/unit). The second quarter added 12,380 net new households to the Houston MSA. Since the beginning of Q3-2009, Carlyle views this investment opportunity as compelling for household formations in Houston have averaged 2.1% per the following reasons: year, representing the average annual addition of 46,200 • Favorable location in the Montrose/River Oaks households. Demand attributable in part to this pace of submarket of Houston, a highly desirable urban household formations contributed to the absorption of location; 1,210 units during the second quarter, while new • Desirable micro location with walkable amenities such development added 264 units to the metro inventory; the as upscale retail, nightlife, and some of Houston's net effect of absorption and construction dynamics caused finest natural assets and recreation options; the vacancy rate to drift downward by 20 basis points to 5.7%. Over the last four quarters, market absorption totaled • Attractive cost basis when compared to recent comps; 7,887 units, 30.1% lower than the average annual • Favorable supply and demand dynamic in a absorption rate of 11,285 units recorded since the rebounding job market; beginning of Q3-2009. From an historical perspective, the second quarter vacancy rate is 1.8% lower than the 7.5% • Strong demographics and overall/millennial population average recorded since the beginning of Q3-2009 (REIS). growth.

The current expected project development timeline is as Key Events / Recent Updates follows: • As of Q2-2019, construction was 32% complete and remains within budget. • August 2018: Commence construction; • Construction commenced in Q3-2018, and first units • January 2020: Deliver first units; are expected to deliver in Q1-2020. • November 2020: Complete construction; and

• March 2021: Complete lease-up and reach stabilization. Houston, TX Market During the second quarter of 2019, asking rents in the most populous city in the state of Texas climbed by 0.9% to an average of $1,099. Mean unit prices in the metro are as follows: studios $811, one bedrooms $954, two bedrooms $1,227, and three bedrooms $1,528. This advance extends the market's streak of gains to ten quarters, during which

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 80 June 30, 2019 Update

The Investment Debt Information ($ in thousands, except per unit amount) ($ in thousands) Location Houston, TX Lender Regions Bank Property Type Multifamily Residential Total Principal Available $ 41,068 Size 327 Units Balance Outstanding $ 2,999 Acquisition Date June 29, 2018 Interest Rate Spread 2.50% Acquisition All-In Cost $ 14,542 Index LIBOR Cost at Completion $ 65,708 Maturity Date December 29, 2021 Cost Per Unit $ 200,942 Extensions Available (1) Two 1-Year Extensions

Current Asset Valuation $ 29,532 (1) Extensions require a 25 bps fee. First Extension requires min amortizing DSCR of at least 1.15x and max LTV of 62.5%. Second Extension requires min amortizing DSCR of at least 1.25x and max LTV of 62.5%. The current asset valuation increased by 30% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 2,999 10.9% Equity - Fund VIII 23,409 84.6% Equity - Alliance 1,232 4.5% Total Capitalization $ 27,640 100.0% Projected Capital Structure (in thousands) Debt $ 41,068 62.5% Equity - Fund VIII 23,409 35.6% Equity - Alliance 1,232 1.9% Total Capitalization $ 65,709 100.0%

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Broadstone Studemont Houston, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 83 June 30, 2019 Update

Background The current expected project development timeline is as follows: On November 30, 2017, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Alliance Residential Company (“Alliance”) • January 2018: Commence construction; (collectively, the “Venture”) acquired a 4.0-acre parcel of • August 2019: Deliver first units; begin lease-up; land located in the highly desirable Montrose/River Oaks submarket, in Houston, TX for $12.6 million. The Venture • March 2020: Complete construction; and intends to develop a 375-unit, Class A, five-story wrap • January 2021: Complete lease-up and reach apartment building with a six-story parking garage. Upon stabilization. completion, the unit mix will contain 306 one-bedroom (82%) and 69 two-bedroom (18%) units with an average unit size Houston, TX Market of 793 SF. During the second quarter of 2019, asking rents in the most The Property is located in the Montrose/River Oaks populous city in the state of Texas climbed by 0.9% to an submarket of Houston, which is one of the most desirable average of $1,099. Mean unit prices in the metro are as urban locations in the city due to its centralized location with follows: studios $811, one bedrooms $954, two bedrooms close proximity to major employment and entertainment $1,227, and three bedrooms $1,528. This advance extends centers. The Property is located adjacent to the Washington the market's streak of gains to ten quarters, during which Avenue Corridor which provides quick and convenient asking rents have risen by 11.2%. Since the beginning of access to Houston's major employment centers including Q3-2009, the metro as a whole has recorded an annual Downtown Houston (151k employees), Texas Medical average increase of 3.6%. Effective rents, which exclude Center (106k employees), and Galleria/Uptown District (82k the value of concessions offered to prospective tenants, employees). The Property provides convenient access to climbed by 1.0% during the second quarter to an average major thoroughfares including Interstate 10, Interstate 45, of $1,031. Although all of the Houston metropolitan area's Loop 610, and US Highway 59, connecting residents to all twenty-three apartment submarkets contributed to the major employment and entertainment centers in Houston. metro's recent rent growth, it is instructive to observe that Additionally, the Property is within walking distance to a mix the 2.7% asking rent growth rate of the past four quarters of quality dining, retail, and entertainment options along compares unfavorably to the metro's long term Washington Avenue and the recently renovated Buffalo performance. Bayou Park. The second quarter added 12,380 net new households to Carlyle views this investment opportunity as compelling for the the Houston MSA. Since the beginning of Q3-2009, following reasons: household formations in Houston have averaged 2.1% per year, representing the average annual addition of 46,200 • Favorable location in the Montrose/River Oaks submarket, households. Demand attributable in part to this pace of with close proximity to major employment and household formations contributed to the absorption of entertainment centers; 1,210 units during the second quarter, while new • Strong demographics with 22% local population growth development added 264 units to the metro inventory; the since 2010; net effect of absorption and construction dynamics caused the vacancy rate to drift downward by 20 basis points to • Convenient access to major thoroughfares in Houston; 5.7%. Over the last four quarters, market absorption totaled and 7,887 units, 30.1% lower than the average annual • Attractive low basis, below the adjusted, weighted absorption rate of 11,285 units recorded since the average of the competitive set. beginning of Q3-2009. From an historical perspective, the second quarter vacancy rate is 1.8% lower than the 7.5% average recorded since the beginning of Q3-2009 (REIS).

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Key Events / Recent Updates Debt Information • As of Q2-2019, construction was approximately 76% ($ in thousands) complete in terms of dollars spent and remains within Lender Citizens Bank budget. Total Principal Available $ 41,585 • Construction commenced in Q1-2018, and first units Balance Outstanding $ 20,868 are expected to deliver in Q3-2019. Interest Rate Spread 3.25% The Investment Index LIBOR ($ in thousands, except per unit amount) Maturity Date November 30, 2021 Extensions Available (1) Two 1-Year Extensions

Location Houston, TX (1) Extensions are subject to (i) construction completion; (ii) min DSCR of 1.15x for Property Type Multifamily Residential the first Extension and 1.25x for the second Extension; and (iii) max LTV of 60%. Size 375 Units

Acquisition Date November 30, 2017 Acquisition All-In Cost $ 15,180 Cost at Completion $ 70,131 Cost Per Unit $ 187,017 Current Asset Valuation $ 53,421

The current asset valuation increased by 25% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 20,868 42.9% Equity - Fund VIII 26,338 54.2% Equity - Alliance 1,386 2.9% Total Capitalization $ 48,592 100.0% Projected Capital Structure (in thousands) Debt $ 41,585 59.3% Equity - Fund VIII 27,119 38.7% Equity - Alliance 1,427 2.0% Total Capitalization $ 70,131 100.0%

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Broadstone Sugar Hill Sugar Hill, GA

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 87 June 30, 2019 Update

Background Atlanta, GA Market On November 29, 2018, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents in ("Carlyle") and Alliance Residential Company ("Alliance") Georgia's state capital and most populous city increased by (collectively, the "Venture") acquired a 7.5-acre parcel of 1.4% to an average of $1,244. Mean unit prices in the land located in Sugar Hill, Georgia for $4.3 million metro are as follows: studios $1,126, one bedrooms (the “Property”). The Venture intends to develop a four- $1,128, two bedrooms $1,290, and three bedrooms story 315-unit, Class A, garden apartment building with $1,464. This advance extends the market's streak of gains 4,500 SF of ground floor retail. Parking will consist of a to thirty quarters, during which asking rents have risen by a two-level slip parking deck with additional surface parking. total of 45.0%. Since the beginning of Q3-2009, the metro The unit mix will contain 187 one-bedroom (59%), 109 two- as a whole has recorded an annual average increase of bedroom (35%), and 19 three-bedroom (6%) units with an 3.8%. Effective rents, which exclude the value of overall average unit size of 890 SF. concessions offered to prospective tenants, climbed by 1.6% during the second quarter to an average of $1,168. The Property is located in Sugar Hill within the North During the past four quarters, positive movement in asking Gwinnett submarket of Atlanta, approximately 40 miles rent was recorded in all eighteen of the metro's northeast of downtown. The Property is proximate to the submarkets. North Fulton/Suwanee office market, located 25 minutes driving from the Property, which is home to 25 million SF of The second quarter added 10,380 net new households to office space and over 150,000 jobs. Gwinnett County also the Atlanta MSA. Since the beginning of Q3-2009, encompasses a dynamic healthcare sector featuring household formations in Atlanta have averaged 1.3% per approximately 3 million SF of medical/hospital campuses, year, representing the average annual addition of 27,700 as well as several Fortune 500 headquarters including households. This pace of household formations contributed AGCO, Asbury Automotive, Arris, Cisco, and to an absorption rate of 911 units during the second Primerica. The Property has convenient access to several quarter, while the metro inventory increased by 855 units. major thoroughfares including Interstate 85, Interstate 985 In response, the metro average vacancy rate drifted and Route 20. downward by 10 basis points to 4.8%. Over the last four quarters, market absorption totaled 8,657 units, 12.8% Carlyle views this investment opportunity as compelling for greater than the average annual absorption rate of 7,674 the following reasons: units recorded since the beginning of Q3-2009. In a long- • Good location within close proximity and convenient term context, the second quarter vacancy rate is 1.8%s access to major employment centers; lower than the 6.6% average recorded since the beginning • High barriers to entry resulting in attractive supply and of Q3-2009 (REIS). demand fundamentals; Key Events / Recent Updates • Attractive cost basis of $180k/unit; and • In Q2-2019, sitework was completed. In Q3-2019, slab • Experienced operating partner. pouring is expected to be completed; and framing is expected to begin. The current expected project development timeline is as follows: • As of Q2-2019, construction was 23% complete in terms of dollars spent. • December 2018: Commence construction; • In Q4-2018, the Venture closed on a $37 million loan • May 2020: Deliver first units and begin leasing; with Cadence Bank. • February 2021: Complete construction and final certificate of occupancy; and

• July 2021: Complete lease-up and reach stabilization.

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The Investment ($ in thousands, except per unit amount) Location Sugar Hill, GA Property Type Multifamily Residential Size 315 MF Units 4,500 Retail Rentable SF Acquisition Date November 29, 2018 Acquisition All-In Cost $ 7,844 Cost at Completion $ 57,735 Cost Per Unit $ 183,288 Current Asset Valuation $ 13,115

The current asset valuation increased by 40% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 1 0.0% Equity - Fund VIII 11,536 95.0% Equity - Alliance 607 5.0% Total Capitalization $ 12,144 100.0% Projected Capital Structure (in thousands) Debt $ 36,930 64.0% Equity - Fund VIII 19,765 34.2% Equity - Alliance 1,040 1.8% Total Capitalization $ 57,735 100.0% Debt Information ($ in thousands) Lender Cadence Bank Total Principal Available $ 36,930 Balance Outstanding $ 1 Interest Rate Spread 2.50% Index LIBOR Maturity Date November 29, 2022 Extensions Available (1) Two 1-Year Extensions

(1) Both Extensions are subject to: (i) completion, (ii) payment of a 20 bps extension fee, (iii) a max LTV of 60%, and (iv) min Debt Yield of 9.25% for the first Extension and 9.75% for the second Extension. Both Extensions will require amortization payments based on a 30-year amortization schedule with a 6.0% rate.

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Broadstone Vintage Park Houston, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 91 June 30, 2019 Update

Background Houston, TX Market On March 8, 2019, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents in the most (“Carlyle”) and Alliance Residential (“Alliance”) populous city in the state of Texas climbed by 0.9% to an (collectively, the “Venture”) acquired an 18-acre site in average of $1,099. Mean unit prices in the metro are as northwest Houston's Vintage Park master-planned follows: studios $811, one bedrooms $954, two bedrooms community for $11.6 million. The Venture intends to $1,227, and three bedrooms $1,528. This advance extends develop a 386-unit surface-parked garden apartment the market's streak of gains to ten quarters, during which community (the “Property”). Once developed, the Property asking rents have risen by a total of 11.2%. Since the will include 240 one-bedroom (62%), 124 two-bedroom beginning of Q3-2009, the metro as a whole has recorded (32%) and 22 three-bedroom (6%) units with an average an annual average increase of 3.6%. Effective rents, which unit size of 895 SF. exclude the value of concessions offered to prospective tenants, climbed by 1.0% during the second quarter to an Located in northwest Houston's Vintage Park master- average of $1,031. Although all of the Houston planned community, the Property sits within the Vintage metropolitan area's twenty-three apartment submarkets Park PUD, a 630-acre premier mixed-use community contributed to the metro's recent rent growth, it is anchored by three national grocers including a Whole instructive to observe that the 2.7% asking rent growth rate Foods, 500k SF of retail and restaurant space, and St. of the past four quarters compares unfavorably to the Luke's Hospital. The Property offers close proximity to metro's long term performance. State Highway 249, which provides easy access to Beltway 99 (north) and the Sam Houston Tollway (south), enabling The second quarter added 12,380 net new households to future residents to reach Downtown Houston and George the Houston MSA. Since the beginning of Q3-2009, Bush International Airport in 45 and 30 minutes, household formations in Houston have averaged 2.1% per respectively. year, representing the average annual addition of 46,200 households. Demand attributable in part to this pace of Carlyle views this investment opportunity as compelling for household formations contributed to the absorption of the following reasons: 1,210 units during the second quarter, while new • Great location in the heart of the Vintage Park Master development added 264 units to the metro inventory; the Planned Community; net effect of absorption and construction dynamics caused • Favorable supply and demand dynamic in a the vacancy rate to drift downward by 20 basis points to diversifying job market; 5.7%. Over the last four quarters, market absorption totaled 7,887 units, 30.1% lower than the average annual • Strong projected population growth and affordable absorption rate of 11,285 units recorded since the pro-forma rents; and beginning of Q3-2009. From an historical perspective, the • Attractive low basis, below the adjusted, weighted second quarter vacancy rate is 1.8% lower than the 7.5% average of the competitive set. average recorded since the beginning of Q3-2009 (REIS). The current expected project development timeline is as Key Events / Recent Updates follows: • As of Q2-2019, construction was approximately 22% • March 2019: Commence construction; complete in terms of dollars spent and remains within budget. • September 2020: Deliver first units; • Construction commenced in Q1-2019, and first units • July 2021: Deliver final units and complete are expected to deliver in Q3-2020. construction; and • In Q1-2019, the Venture closed on a $43 million loan • March 2022: Complete lease-up and reach with National Bank of Arizona. stabilization.

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The Investment ($ in thousands, except per unit amount) Location Houston, TX Property Type Multifamily Residential Size 386 Units Acquisition Date March 8, 2019 Acquisition All-In Cost $ 13,668 Cost at Completion $ 63,839 Cost Per Unit $ 165,384 Current Asset Valuation $ 13,259

The current asset valuation increased by 14% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 13,302 95.0% Equity - Alliance 700 5.0% Total Capitalization $ 14,002 100.0% Projected Capital Structure (in thousands) Debt $ 42,927 67.3% Equity - Fund VIII 19,866 31.1% Equity - Alliance 1,046 1.6% Total Capitalization $ 63,839 100.0% Debt Information ($ in thousands) Lender National Bank of Arizona Total Principal Available $ 42,927 Balance Outstanding $ 0 Interest Rate Spread 2.50% Index LIBOR Maturity Date March 8, 2022 Extensions Available (1) Two 1-Year Extensions

(1) Extensions are subject to (i) construction completion; (ii) min DSCR of 1.2x; and (iii) max LTV of 65%.

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Broadstone Waterworks Houston, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 95 June 30, 2019 Update

Background Houston, TX Market On October 20, 2017, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents in the most (“Carlyle”) and Alliance Residential Company (“Alliance”) populous city in the state of Texas climbed by 0.9% to an (collectively, the “Venture”) acquired a 1.81-acre parcel of average of $1,099. Mean unit prices in the metro are as land (the “Property”) located in the highly desirable follows: studios $811, one bedrooms $954, two bedrooms Heights submarket in Houston, TX for $9.3 million. The $1,227, and three bedrooms $1,528. This advance extends Venture intends develop a Class A, eight-story, concrete the market's streak of gains to ten quarters, during which and steel building comprised of 309 units with 368 garage asking rents have risen by 11.2%. Since the beginning of parking spaces (1.5 and 2.5 levels below and above grade, Q3-2009, the metro as a whole has recorded an annual respectively). Catering towards young professionals, the average increase of 3.6%. Effective rents, which exclude unit mix will contain 264 one-bedroom (85%) and 45 two- the value of concessions offered to prospective tenants, bedroom (15%) units with an average unit size of 800 climbed by 1.0% during the second quarter to an average SF. Due to challenges of identifying suitable development of $1,031. Although all of the Houston metropolitan area's sites in the Heights District, the ability to develop an twenty-three apartment submarkets contributed to the apartment building in an infill location that is walkable to metro's recent rent growth, it is instructive to observe that many retail, restaurants, and parks is unique. the 2.7% asking rent growth rate of the past four quarters compares unfavorably to the metro's long-term At closing, the Venture secured a $40.5 million construction performance. loan with Cadence Bank. The second quarter added 12,380 net new households to Carlyle views this investment opportunity as compelling for the Houston MSA. Since the beginning of Q3-2009, the following reasons: household formations in Houston have averaged 2.1% per • Strong demographics with 19,000 people within one- year, representing the average annual addition of 46,200 mile of the Property, projected to grow at a CAGR of households. Demand attributable in part to this pace of 9.3% over the next five years; household formations contributed to the absorption of • Unique location with distinguished characteristics; 1,210 units during the second quarter, while new development added 264 units to the metro inventory; the • Strong macro and micro market supply and demand net effect of absorption and construction dynamics caused fundamentals; and the vacancy rate to drift downward by 20 basis points to • Experienced operating partner. 5.7%. Over the last four quarters, market absorption totaled 7,887 units, 30.1% lower than the average annual The current expected project development timeline is as absorption rate of 11,285 units recorded since the follows: beginning of Q3-2009. From an historical perspective, the • October 2017: Commence construction; second quarter vacancy rate is 1.8% lower than the 7.5% average recorded since the beginning of Q3-2009 (REIS). • September 2019: Deliver first units and commence leasing; Key Events / Recent Updates • March 2020: Complete construction and deliver final • As of Q2-2019, construction was approximately 57% units; and complete.

• November 2020: Complete lease-up and reach • First units are expected to be delivered in Q3-2019, stabilization. and construction is expected to be completed in Q1- 2020.

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The Investment

($ in thousands, except per unit amount) Location Houston, TX Property Type Multifamily Residential Size 309 Units Acquisition Date October 20, 2017 Acquisition All-In Cost $ 10,074 Cost at Completion $ 68,468 Cost Per Unit $ 221,581 Current Asset Valuation $ 43,800

The current asset valuation increased by 11% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 16,781 55.7% Equity - Fund VIII 12,675 42.1% Equity - Alliance 667 2.2% Total Capitalization $ 30,123 100.0% Projected Capital Structure (in thousands) Debt $ 40,453 59.1% Equity - Fund VIII 26,614 38.9% Equity - Alliance 1,401 2.0% Total Capitalization $ 68,468 100.0% Debt Information ($ in thousands) Lender Cadence Bank Total Principal Available $ 40,453 Balance Outstanding $ 16,781 Interest Rate Spread 3.35% Index LIBOR Maturity Date October 20, 2021 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires a 9.25% Debt Yield. Second Extension requires a 9.75% Debt Yield. Both Extensions are subject to a 20 bps fee.

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Caprock Crossing College Station, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 99 June 30, 2019 Update

Background The current expected project development timeline is as follows: On December 4, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and SC Bodner (“SCB”) (collectively, the • December 2018: Commence construction; “Venture”) acquired an 8.99-acre parcel of land (the • June 2020: Deliver first units; begin lease-up; “Property”) located in College Station, TX for $2.1 million ($8k/unit). The Venture intends to develop a 250-unit, • September 2020: Complete construction; and Class A, four-story, elevator-served apartment community • April 2021: Complete lease-up and reach containing 132 one-bedroom (53%), 102 two-bedroom stabilization. (41%), and 16 three-bedroom units (6%) with an average unit size of 902 SF. College Station, TX Market

The Property is located within a 62-acre master plan known As of Q2-2019, the unemployment rate in the College as Caprock Crossing, which includes a 30-acre town center Station-Bryan MSA was approximately 3.1%, compared to commercial development at the intersection of Hwy 6 and 2.7% as of the prior quarter and 3.0% as of the prior Hwy 40. The walkable development includes office, retail, year (BLS). and restaurant offerings which are focused around a The Investment common park greenspace and anchored by an HEB ($ in thousands, except per unit amount) grocery store. Existing commercial components include 56 Location College Station, TX office/retail condominium suites, private preschool care, urgent care, and numerous local dining experiences. Property Type Multifamily Residential Size 250 Units The Property is also proximate to Texas A&M, the oldest public university in Texas and the largest at over 59,000 Acquisition Date December 4, 2018 students in U.S. The school employs over 20,000 and is Acquisition All-In Cost $ 2,565 the largest economic engine in the area. The university's Cost at Completion $ 36,302 enrollment has grown at a CAGR of ~4% over the past five Cost Per Unit $ 145,211 years; and, per the Texas Higher Education Coordinating Current Asset Valuation $ 11,966 Board, enrollment is projected to grow up to 70,000 by 2025. The current asset valuation increased by 72% from prior quarter due to construction progress during Q2-2019. Carlyle views this investment opportunity as compelling for the following reasons: Current Capital Structure

• Desirable location within the Caprock Crossing master (in thousands) plan community and Texas A&M; Debt $ 655 11.9% Equity - Fund VIII 4,353 79.3% • Strong demographics within a one-mile radius of the Property in the College Station/Bryan MSA, with Equity - Bodner 484 8.8% household incomes averaging $132k and median Total Capitalization $ 5,492 100.0% home values of $259k; and Projected Capital Structure • Strong employment fundamentals with 3.4% trailing (in thousands) twelve month employment growth and a 3.3% Debt $ 26,333 73.5% unemployment rate with projected population growth Equity - Fund VIII 8,545 23.9% at a 1.9% CAGR through 2020. Equity - Bodner 949 2.6% Total Capitalization $ 35,827 100.0%

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Debt Information ($ in thousands)

Lender Merchants Bank of Indiana Total Principal Available $ 26,333 Balance Outstanding $ 655 Interest Rate Spread 2.75% Index LIBOR Maturity Date December 3, 2021 Extensions Available (1) One 2-Year Extension

(1) Extension requires a 25 bps fee and a minimum DSCR of at least 1.20x.

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Carroll - Trinity Residences Fort Worth, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 103 June 30, 2019 Update

Background Fort Worth, TX Market On August 9, 2017, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents increased (“Carlyle”) and Carroll Organization (“Carroll”) by 1.7% to an average of $1,012. Mean unit prices in the (collectively, the “Venture”) acquired two core multifamily metro are as follows: studios $724, one bedrooms $875, properties (the "Properties"), totaling 405 units in Fort two bedrooms $1,130, and three bedrooms $1,427. This Worth, TX for $64.8 million ($160k/unit). The two advance extends the market's streak of gains to thirty- properties are Gallery 1701, a 148-unit six-story podium seven quarters, during which asking rents have climbed by building with an average unit size of 1,215 SF; and Colonial 42.2%. Since the beginning of Q3-2009, the metro as a Park, a 257-unit four-story wrap building with an average whole has recorded an annual average increase of 3.5%. unit size of 814 SF. Built in 2009, the Properties consist of Effective rents, which exclude the value of concessions 227 one-bedroom (56%) and 178 two-bedroom (44%) units offered to prospective tenants, also climbed by 1.7% during with an average size of 961 SF. The Properties feature 626 the second quarter. The equal rates of change indicate that total parking spaces across two structured parking decks landlords have managed to command higher rents without and 56 surface parking spaces (1.7 spaces/unit), two sweetening the relative value of concessions packages swimming pools, a fitness center, a dog park, and used to attract new renters. During the past four quarters, immediate access to the Trinity River and a trail. positive movement in asking rent was recorded in all nine of the metro's submarkets. The business plan contemplates investing $2.5 million ($6k/total unit; $12k/renovated unit) to renovate 50% of Net new second quarter household formations in the Fort units and an additional $2.4 million ($6k/unit) to upgrade Worth metropolitan area were 4,920Since the beginning of the community amenities and complete deferred Q3-2009, household formations in Fort Worth have maintenance; improving management by replacing the averaged 1.6% per year, representing the average annual existing property manager with Carroll Management Group; addition of 14,100 households. This pace of household and increasing rents by 22% from $1.40 PSF to $1.71 PSF formations contributed to an absorption rate of 755 units over the hold period to achieve a 6.0% unlevered yield on during the second quarter, and total metro stock increased cost in year four. by 949 units due to development activity. As a result, the metro average vacancy rate drifted upward by 10 basis Carlyle views the investment opportunity as compelling for points to 4.3%. Over the last four quarters, market the following reasons: absorption totaled 2,354 units, 20.0% lower than the • Excellent core location along the Trinity River in Fort average annual absorption rate of 2,941 units recorded Worth with convenient access to Interstate 30, the since the beginning of Q3-2009. From an historical Medical District, University Park Village retail center, perspective, the second quarter vacancy rate is 1.7% lower and Texas Christian University; than the 6.0% average recorded since the beginning of Q3- • Core acquisition at a discount to replacement cost; 2009 (REIS). and Key Events / Recent Updates • Renovation upside, driven by renovating 50% of the • As of June 30, 2019, occupancy was 83% compared units and community amenities to allow for anticipated to occupancy of 87% as of March 31, 2019. monthly premiums of more than $150 over in-place • As of Q2-2019, 98 units have been renovated. The rents on non-renovated units. renovated units are receiving an average rent The current expected project renovation timeline is as premium of $253. follows:

• October 2017: Commence renovations; and

• March 2020: Complete renovations.

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• Units are being renovated upon expiration of the Investment Performance current lease with an estimated pace of 10 ($ in thousands) units/month moving forward. Unit renovations are January 1, 2019 to June 30, 2019 scheduled for completion in March 2020. Actual Budget Variance • As of Q2-2019, amenity renovations were complete. Revenues $ 2,904 $ 2,952 $ (48) The Investment Expenses 1,767 1,719 (48) ($ in thousands, except per unit amount) NOI 1,137 1,233 (96) Location Fort Worth, TX Non-Operating Expenses 90 73 (17) Property Type Multifamily Residential Debt Service 1,026 980 (46) Size 405 Units CapEx 515 1,288 773 Acquisition Date August 9, 2017 Cash Flow (Deficit) $ (493) $ (1,108) $ 615

Acquisition All-In Cost $ 65,842 Non-Operating Expenses variance is due to higher-than- Cost at Completion $ 74,842 anticipated initial Venture expenses. CapEx variance is due Cost Per Unit $ 184,797 to initial capital expenditures occurring at slower-than- Occupancy 83% budgeted pace and is expected to normalize over the Current Asset Valuation $ 70,428 course of the project. . The current asset valuation is consistent with prior quarter. Capital Structure (in thousands) Debt $ 45,360 65.6% Equity - Fund VIII 22,614 32.7% Equity - Carroll 1,190 1.7% Total Capitalization $ 69,164 100.0% Debt Information ($ in thousands) Lender Freddie Mac Total Principal Available $ 45,360 Balance Outstanding $ 45,360 Interest Rate Spread 1.70% Index LIBOR Maturity Date September 1, 2022 Extensions Available (1) Two 1-Year Extensions

(1) Extensions require a min DSCR of 1.45x and a max LTV of 70%.

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Chance - San Marco Jacksonville, FL

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Background • June 2021: Complete lease-up and reach stabilization. On May 18, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Chance Partners, L.L.C. (“Chance”) Jacksonville, FL Market (collectively, the “Venture”) acquired an 8.0-acre parcel of Asking rents in Florida's most populous city rose by 1.6% land located in San Marco, an affluent neighborhood of during the second quarter of 2019 to an average of $1,055. Jacksonville, FL for $3.8 million. The Venture intends to Mean unit prices in the metro are as follows: studios $757, develop a four-story 284-unit, Class A apartment building one bedrooms $927, two bedrooms $1,109, and three (the “Property”) with 400 surface parking spaces and 30 bedrooms $1,314. This advance extends the market's run tuck-under garages (1.5 residential spaces/unit). The unit of gains to eighteen quarters, during which asking rents mix will contain 187 one-bedroom (66%), 77 two-bedroom have advanced by a total of 21.3%. Since the beginning of (27%), and 20 three-bedroom (7%) units with an average Q3-2009, the metro as a whole has recorded an annual unit size of 938 SF. average increase of 2.8%. Effective rents, which exclude The San Marco neighborhood has emerged as a desirable the value of concessions offered to prospective tenants, location to live with strong renter demand due to its close climbed by 1.5% during the second quarter to an average proximity to one of Jacksonville's most established and of $1,010. During the past four quarters, positive affluent neighborhoods with convenient access to top-rated movement in asking rent was recorded in all thirteen of the schools, boutique shopping, dining and entertainment metro's submarkets. options. The Property is within walking distance to San The second quarter added 3,150 net new households to Marco Square (0.5 mile) offering a wide range of shopping the Jacksonville MSA. Since the beginning of Q3-2009, and dining options. Additionally, the Property provides easy household formations in Jacksonville have averaged 1.4% access to major employment centers, including Downtown per year, representing the average annual addition of 7,900 Jacksonville and the Southbank medical complex. households. This pace of household formations contributed Carlyle views this investment opportunity as compelling for to an absorption rate of 105 units during the second the following reasons: quarter, and total metro stock grew by 306 units due to development activity. As a result, the metro average • Close proximity to one of Jacksonville's most affluent vacancy rate drifted upward by 20 basis points to 5.0%. neighborhoods with top-rated elementary schools; Over the last four quarters, market absorption totaled 1,291 shopping, dining and entertainment options; and major units, 30.4% lower than the average annual absorption rate employment centers; of 1,855 units recorded since the beginning of Q3-2009. In • Attractive cost basis, as the majority of new apartment a long-term context, the second quarter vacancy rate is product in San Marco requires structured parking due 2.5% lower than the 7.5% average recorded since the to the infill nature of the submarket, whereas the beginning of Q3-2009 (REIS). Property enables four-story, garden product; and Key Events / Recent Updates • Attractive projected basis when compared to • As of June 30, 2019, the Property is 49% complete submarket and recent sale comparables. based on total budgeted cost. The current expected project development timeline is as follows:

• June 2018: Commence construction;

• March 2020: Deliver first units; begin lease-up;

• June 2020: Complete construction; and

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 108 June 30, 2019 Update

The Investment ($ in thousands, except per unit amount) Location Jacksonville, FL Property Type Multifamily Residential Size 284 Units Acquisition Date May 18, 2018 Acquisition All-In Cost $ 4,319 Cost at Completion $ 46,303 Cost Per Unit $ 163,039 Current Asset Valuation $ 24,102

The current asset valuation increased by 51% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 5,747 41.8% Equity - Fund VIII 6,444 46.9% Equity - Chance 1,558 11.3% Total Capitalization $ 13,749 100.0% Projected Capital Structure (in thousands) Debt $ 28,915 62.4% Equity - Fund VIII 15,649 33.8% Equity - Chance 1,739 3.8% Total Capitalization $ 46,303 100.0% Debt Information ($ in thousands) Lender Synovus Bank Total Principal Available $ 28,915 Balance Outstanding $ 5,747 Interest Rate Spread 3.25% Index LIBOR Maturity Date July 1, 2021 Extensions Available (1) One 18-Month Extension

(1) Extension requires a max LTV of 65%.

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Cross Creek Grapevine, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 111 June 30, 2019 Update

Background Fort Worth, TX Market On June 30, 2017, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents increased (“Carlyle”) and Vista Capital Trust (“VCT”) acquired a by 1.7% to an average of $1,012. Mean unit prices in the 392-unit, two-story, Class A, garden-style apartment metro are as follows: studios $724, one bedrooms $875, community (the “Property”) located in the Grapevine two bedrooms $1,130, and three bedrooms $1,427. This submarket of Fort Worth, TX for $60.3 million ($154k/unit). advance extends the market's streak of gains to thirty- Built in 2001, the Property consists of 26 buildings spread seven quarters, during which asking rents have climbed by across 35.5 acres and contains 240 one-bedroom (61%) 42.2%. Since the beginning of Q3-2009, the metro as a and 152 two-bedroom (39%) units with an average unit whole has recorded an annual average increase of 3.5%. size of 927 SF. The Property has 990 total parking spaces Effective rents, which exclude the value of concessions including a two-story structured parking deck and surface offered to prospective tenants, also climbed by 1.7% during parking spaces (2.5 spaces/unit). Residents have access the second quarter. The equal rates of change indicate that to an expansive swimming pool and deck, a fitness center landlords have managed to command higher rents without with an indoor basketball court, a clubroom and business sweetening the relative value of concessions packages center, a private theater, and various nature trails with hill used to attract new renters. During the past four quarters, country views. The Property was 96% occupied upon positive movement in asking rent was recorded in all nine acquisition. of the metro's submarkets.

The business plan contemplates (i) recapitalizing the asset Net new second quarter household formations in the Fort on an off-market basis at a substantial discount, (ii) Worth metropolitan area were 4,920. Since the beginning investing $2.3 million ($5.8k/unit) to renovate 40% of units of Q3-2009, household formations in Fort Worth have and upgrade the community amenities, and (iii) increasing averaged 1.6% per year, representing the average annual rents 12% from $1.40 PSF to $1.57 PSF over the hold addition of 14,100 households. This pace of household period to achieve a 6.4% unlevered yield on cost in year formations contributed to an absorption rate of 755 units four. during the second quarter, and total metro stock increased by 949 units due to development activity. As a result, the Carlyle views the investment opportunity as compelling for metro average vacancy rate drifted upward by 10 basis the following reasons: points to 4.3%. Over the last four quarters, market • Excellent micro-location in the affluent Grapevine absorption totaled 2,354 units, 20.0% lower than the submarket, a centralized location with convenient average annual absorption rate of 2,941 units recorded access across the Dallas-Fort Worth metro area since the beginning of Q3-2009. From an historical including major employment and entertainment perspective, the second quarter vacancy rate is 1.7% lower centers; than the 6.0% average recorded since the beginning of Q3- • Off-market acquisition at substantial discount; and 2009 (REIS).

• Renovation upside, driven by renovating over 40% of Key Events / Recent Updates the units and community amenities to allow for • As of June 30, 2019, occupancy was 93%, as anticipated monthly premiums of more than $150 over compared to occupancy of 92% as of March 31, in-place rents on non-renovated units. 2019.

The current expected project renovation timeline is as • As of Q2-2019, 127 units have been renovated since follows: closing. The renovated units are achieving an average • August 2017: Commence renovations; and rent premium of $211. Units are being renovated upon expiration of the current lease with an estimated pace • September 2019: Complete renovations. of 11 units/month.

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The Investment Investment Performance ($ in thousands, except per unit amount) ($ in thousands) Location Grapevine, TX January 1, 2019 to June 30, 2019 Property Type Multifamily Residential Actual Budget Variance Size 392 Units Revenues $ 2,958 $ 3,059 $ (101) Acquisition Date June 30, 2017 Expenses 1,351 1,336 (15) Acquisition All-In Cost $ 61,914 NOI 1,608 1,723 (115) Cost at Completion $ 64,506 Non-Operating Expenses 46 49 3 Cost Per Unit $ 164,558 Debt Service 960 967 7 Occupancy 93% CapEx 506 402 (104) Current Asset Valuation $ 70,729 Cash Flow $ 96 $ 305 $ (209)

The current asset valuation is consistent with prior quarter. CapEx variance is timing related and will normalize over the course of the project. Capital Structure (in thousands) Debt $ 42,500 67.5% Equity - Fund VIII 18,292 29.1% Equity - VCT 2,159 3.4% Total Capitalization $ 62,951 100.0% Debt Information ($ in thousands) Lender MetLife Total Principal Available $ 42,500 Balance Outstanding $ 42,500 Interest Rate Spread 2.00% Index LIBOR Interest Rate Floor 2.2% Maturity Date June 29, 2022 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires a min Debt Yield of 9.0% and max LTV of 65%. Second Extension requires a min Debt Yield of 8.5% and max LTV of 65%.

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District at Chandler Chandler, AZ

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Background In Q2-2018, the Venture closed on a $44 million loan with Texas Capital Bank. On June 20, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Kaplan Companies (“Kaplan”), Phoenix, AZ Market (collectively, the “Venture”) acquired a 9.3-acre land Asking rents in Arizona's state capital and most populous parcel (the “Property”) located in Chandler, AZ for $4.4 city rose by 1.5% during the second quarter of 2019 to an million. The Venture intends to develop a 340-unit average of $1,081. Mean unit prices in the metro are as multifamily property. Once developed, the unit mix will follows: studios $758, one bedrooms $963, two bedrooms contain 187 one-bedroom (55%) and 153 two-bedroom $1,167, and three bedrooms $1,562. This advance extends (45%) units with an overall average unit size of 954 SF. the market's run of gains to thirty-five quarters, during The Property is located in Chandler, a prominent and which asking rents have advanced by 44.1%. Since the affluent suburb of Phoenix. The Property is well located beginning of Q3-2009, the metro as a whole has recorded within the submarket, just minutes from the city's premier an annual average increase of 3.4%. Effective rents, which retail destinations, including the Chandler Fashion Center exclude the value of concessions offered to prospective with dozens of eateries and cafes. The Property is also tenants, also rose by 1.5% during the second quarter. The minutes from the Chandler Regional Medical Center and parity in rates of change reveals that landlords have been “Silicon Desert”, which includes thousands of well-paying able to raise rents without also increasing the relative value technology and financial services jobs. Finally, the Property of concessions packages offered to new tenants. During has excellent freeway access and is less than a mile from the past four quarters, positive movement in asking rent the intersection of the Loop 101 and Loop 202 San Tan was recorded in all eighteen of the metro's submarkets. freeways, which connect Chandler to the rest of Phoenix. Net new second quarter household formations in the Carlyle views this investment opportunity as compelling for Phoenix metropolitan area were 10,410. Since the the following reasons: beginning of Q3-2009, household formations in Phoenix have averaged 1.6% per year, representing the average • Strong multifamily market, with Phoenix occupancy annual addition of 25,800 households. This pace of rate above 94% and rent growth in excess of 5% last household formations contributed to an absorption rate of year; 1,625 units during the second quarter, and total metro • Good micro-location, less than one mile from the stock grew by 2,649 units due to development activity. In Chandler Fashion Center and adjacent to the response, the metro average vacancy rate drifted upward Chandler Regional Medical Center; by 30 basis points to 4.7%. Over the last four quarters, • Convenient access to major thoroughfares in Phoenix; market absorption totaled 6,812 units, 21.7% greater than and the average annual absorption rate of 5,599 units recorded since the beginning of Q3-2009. In a long-term context, the • Attractive low basis, below the adjusted, weighted second quarter vacancy rate is 1.7% lower than the 6.4% average of the competitive set. average recorded since the beginning of Q3-2009 (REIS). The current expected project development timeline is as Key Events / Recent Updates follows: • As of Q2-2019, the project was 46% complete in • June 2018: Commence construction; terms of dollars spent and remains within budget. September 2019: Deliver first units and begin lease- • • Construction commenced in Q2-2018, and first units up; are expected to deliver in Q3-2019. • August 2020: Complete construction; and

• February 2021: Complete lease-up and reach stabilization.

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The Investment ($ in thousands, except per unit amount) Location Chandler, AZ Property Type Multifamily Residential Size 340 Units Acquisition Date June 20, 2018 Acquisition All-In Cost $ 7,638 Cost at Completion $ 67,448 Cost Per Unit $ 198,375 Current Asset Valuation $ 25,706

The current asset valuation increased by 54% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 3,135 11.8% Equity - Fund VIII 21,164 79.4% Equity - Kaplan 2,352 8.8% Total Capitalization $ 26,651 100.0% Projected Capital Structure (in thousands) Debt $ 43,670 64.8% Equity - Fund VIII 21,400 31.7% Equity - Kaplan 2,378 3.5% Total Capitalization $ 67,448 100.0% Debt Information ($ in thousands) Lender Texas Capital Bank Total Principal Available $ 43,670 Balance Outstanding $ 3,135 Interest Rate Spread 3.25% Index LIBOR Maturity Date June 19, 2022 Extensions Available (1) Two 1-Year Extensions

(1) Extensions are subject to (i) construction completion and (ii) min DSCR of 1.25x for both Extensions.

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Eastside Station Austin, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 119 June 30, 2019 Update

Background three bedrooms $1,721. This advance extends the market's streak of gains to ten quarters, during which asking rents On October 27, 2017, Carlyle Realty Partners VIII, L.P. have advanced by 13.3%. Since the beginning of Q3-2009, (“Carlyle”) and Pollack Shores Real Estate Group the metro as a whole has recorded an annual average (“Pollack Shores”) (collectively, the “Venture”) acquired increase of 3.8%. Effective rents, which exclude the value the fee simple interest in Eastside Station, a newly- of concessions offered to prospective tenants, climbed by constructed, 330-unit Class A mid-rise multifamily property 1.8% during the second quarter to an average of $1,184. located in the East Austin submarket of Austin, TX (the During the past four quarters, positive movement in asking “Property”) for $67.7 million. Developed in 2016 by the rent was recorded in all fourteen of the metro's submarkets. Flournoy Companies, the Property consists of 255 one- bedroom (77%) and 75 two-bedroom (23%) units, with an Net new second quarter household formations in the Austin average unit size of 775 SF, of which 42 units (13%) are metropolitan area were 5,730. Since the beginning of Q3- designated as affordable. The Property includes a 346- 2009, household formations in Austin have averaged 2.8% space parking garage (1.0 space/unit) and above-market per year, representing the average annual addition of community amenities, including a rooftop lounge, game 20,300 households. This pace of household formations room, business center, fitness center with spin room, a contributed to an absorption rate of 912 units during the resort-style pool, bike storage, and an outdoor grilling area second quarter, while the metro inventory increased by with fire pits. 1,152 units. In response, the metro average vacancy rate drifted upward by 10 basis points to 5.9%. Over the last The Property is centrally located in the rapidly growing East four quarters, market absorption totaled 5,375 units, 8.4% Austin submarket of Austin, TX, which has experienced lower than the average annual absorption rate of 5,864 excellent recent operating performance (a 7.3% rent units recorded since the beginning of Q3-2009. From an growth CAGR and an average occupancy rate of 95.5% historical perspective, the second quarter vacancy rate is between years 2013 and 2016). Located within close 0.1% lower than the 6.0% average recorded since the proximity to Austin's CBD and the 6th Street Entertainment beginning of Q3-2009 (REIS). District, it is home to a highly-regarded bar and restaurant scene. Key Events / Recent Updates Carlyle views the investment opportunity as compelling for • As of June 30, 2019, occupancy was 89%, as the following reasons: compared to occupancy of 93% as of March 31, 2019.

• Excellent micro-location in the rapidly growing East • In Q3-2018, the Venture closed on a $47 million loan Austin submarket of Austin, TX, which has with Hartford Life. experienced excellent recent operating performance; The Investment • The Property's purchase price represents a 10% ($ in thousands, except per unit amount) discount to market pricing and a discount per unit to Location Austin, TX recent trades; and Property Type Multifamily Residential • The ability to achieve development-like returns without Size 330 Units taking on development risk, due to the limited supply Acquisition Date October 27, 2017 of developable land in the submarket. Acquisition All-In Cost $ 68,694 Austin, TX Market Cost at Completion $ 70,127 Asking rents in the Texas state capital climbed by 1.7% Cost Per Unit $ 212,506 during the second quarter of 2019 to an average of $1,264. Occupancy 89% Mean unit prices in the metro are as follows: studios Current Asset Valuation $ 81,380 $1,005, one bedrooms $1,108, two bedrooms $1,427, and The current asset valuation is consistent with prior quarter. STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 120 June 30, 2019 Update

Capital Structure (in thousands) Debt $ 47,000 67.8% Equity - Fund VIII 16,748 24.2% Equity - Pollack 5,525 8.0% Total Capitalization $ 69,273 100.0% Debt Information ($ in thousands) Lender Hartford Life Total Principal Available $ 47,000 Balance Outstanding $ 47,000 Interest Rate Spread 1.58% Index LIBOR Maturity Date October 1, 2021 Extensions Available (1) Two 1-Year Extensions

(1) Extensions require no event of default, a min Debt Yield of 8.25%, and a max LTV of 65%. Investment Performance ($ in thousands) January 1, 2019 to June 30, 2019 Actual Budget Variance Revenues $ 3,282 $ 3,394 $ (112) Expenses 1,578 1,529 (49) NOI 1,704 1,865 (161) Non-Operating Expenses 56 53 (3) Debt Service 962 971 9 CapEx 161 166 5 Cash Flow $ 525 $ 675 $ (150)

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Elysian at Cimarron Las Vegas, NV

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Background • Strong multifamily rental market in Las Vegas with strong job growth in excess of 1.3% which is On December 14, 2018, Carlyle Realty Partners VIII, L.P. projected to add over 53,000 people per year (“Carlyle”) together with The Calida Group (“Calida”) through 2021; (collectively, the “Venture”) purchased a 19-acre land parcel (the “Property”) located in Las Vegas, NV for $18 • Proven product, as the Venture has developed million on an off-market basis. The Venture closed on the similar properties at both Elysian West (466 units) fully-entitled land and will utilize the Carlyle fund line as a and Elysian Stone Lake (360 units) which leased up substitute land loan. Within 24 months of the initial well at an absorption rate of over 30 units/month; and acquisition, the Venture will sell a 2.4-acre commercial • Strong and experienced partner, who has parcel at cost. On the remaining land, the Venture intends consistently delivered high-quality products and have to develop a 384-unit multifamily property with sixteen achieved top-of-the-market rents. three-story walk-up buildings. The unit mix will consist of 48 studio (13%), 192 one-bedroom (50%), 108 two-bedroom The current expected project development timeline is as (28%), and 36 three-bedroom (9%) units with an overall follows: average unit size of 909 SF. It will include a clubhouse, • August 2019: Commence construction; pool and expansive courtyard areas similar to Elysian at • December 2020: Deliver first units and begin lease-up; Stonelake. • August 2021: Complete construction; and The Property is located within the Southwest Valley of Las Vegas, an area that has seen much new development • January 2022: Complete lease-up and reach given its centralized location which allows its residents the stabilization. ability to quickly travel to the east or west side for both work and recreation. The site provides easy access to the Las Vegas, NV Market Las Vegas Strip (6 miles / 10 minutes) as well as the During the second quarter of 2019, asking rents in Sin City suburban entertainment centers, such as Downtown rose by 1.3% to an average of $1,124. Mean unit prices in Summerlin (9 miles / 15 minutes) and Henderson (14 miles the metro are as follows: studios $735, one bedrooms / 20 minutes). Furthermore, the I-215 corridor has recently $997, two bedrooms $1,187, and three bedrooms $1,401. become home to a multitude of major corporate This advance extends the market's streak of gains to thirty- headquarters including International Gaming Technology, one quarters, during which asking rents have climbed by Ultimate Fighting Championship, Ainsworth Game 38.3%. Since the beginning of Q3-2009, the metro as a Technology, Scientific Games Corporation, Switch, Boyd whole has recorded an annual average increase of 2.8%. Gaming, and MGM Resorts International. These Effective rents, which exclude the value of concessions companies have a combined market capitalization of over offered to prospective tenants, also rose by 1.3% during $35 billion, which will attract-high earning employees to live the second quarter. The equal rates of change indicate that within the area. landlords have managed to command higher rents without sweetening the relative value of concessions packages Carlyle views this investment opportunity as compelling for used to attract new renters. During the past four quarters, the following reasons: positive movement in asking rent was recorded in all eight • Desirable location within the Southwest Valley of Las of the metro's submarkets. Vegas with easy access to the Las Vegas Strip, Net new second quarter household formations in the Las Downtown Summerlin, and Henderson, as well as Vegas metropolitan area were 6,430. Since the beginning proximity to The Bend, a massive dining and of Q3-2009, household formations in Las Vegas have entertainment complex set to open in 2019; averaged 1.7% per year, representing the average annual addition of 13,300 households.

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During the second quarter, absorption totaled 203 units, Projected Capital Structure while metro inventory increased by 210 units, and the (in thousands) average vacancy rate remained flat at 4.2%. Over the last Debt (1)(2) $ 48,765 62.8% four quarters, market absorption totaled 1,012 units, less than half the average annual absorption rate of 2,474 units Equity - Fund VIII 27,399 35.3% recorded since the beginning of Q3-2009. From an Equity - Calida 1,444 1.9% historical perspective, the second quarter vacancy rate is Total Capitalization $ 77,608 100.0%

1.8% lower than the 6.0% average recorded since the (1) Debt figure includes a capitalization adjustment of ($2.2M). beginning of Q3-2009 (REIS). (2) Debt represents an estimated construction loan amount.

Key Events / Recent Updates • As of Q2-2019, the Venture completed drainage study

and traffic mitigation.

• As of August 2019, the 2.44-acre land parcel is under contract with Growth Holdings for $2.3 million. The Investment ($ in thousands, except per unit amount) Location Las Vegas, NV Property Type Multifamily Residential Size 384 Units Acquisition Date December 14, 2018 Acquisition All-In Cost $ 18,096 Cost at Completion $ 79,967 Cost Per Unit $ 208,248 Current Asset Valuation $ 18,929

The current asset valuation increased by 5% from prior quarter due to pre-development progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII (1) 17,559 92.8% Equity - Calida 1,370 7.2% Total Capitalization $ 18,929 100.0%

(1) Equity figure includes a line balance of $12.5M on the Fund’s credit facility.

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Elysian at the Palms Las Vegas, NV

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 127 June 30, 2019 Update

Background projecting to add over 53,000 people per year through 2021; On December 14, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and The Calida Group (“Calida”) (collectively, • Limited new supply with only one new apartment the “Venture”) purchased a 4.5-acre land parcel located in development delivered in the submarket in the past Las Vegas, NV for $ 10.7 million. The Venture intends to eight years; and develop a 286-unit multifamily property within two four- • Strong and experienced partner, who has consistently story apartment buildings with a six-story parking structure delivered high quality product to achieve top-of-the- in between in a wrap format (the “Property”). The Property market rents. will include elevators, interior conditioned corridors, and a roof-top amenity deck on the top of the parking garage. The current expected project development timeline is as The unit mix will contain 40 studio (14%), 177 one- follows: bedroom (62%), and 69 two-bedroom (24%) units with an • May 2019: Commence construction; overall average unit size of 781 SF. • November 2020: Deliver first units and begin lease up; The site is located on a prime in-fill site adjacent to the • February 2021: Complete construction; and Palms Resorts, Rio and Gold Coast Casinos as well as the rest of the famed Las Vegas Strip next to neighborhood • September 2021: Complete lease-up and reach retail fronting Flamingo (61 Walk Score – before stabilization. neighborhood retail). The location has prime access to the I-15 freeway with direct access to a newly-constructed Las Vegas, NV Market Harmon Flyover road that will connect the Property to the During the second quarter of 2019, asking rents in Sin City other side of the Strip. The Project is next door to the rose by 1.3% to an average of $1,124. Mean unit prices in Palms Casino, which includes a full-service casino, 2,500- the metro are as follows: studios $735, one bedrooms seat entertainment theatre, dozens of restaurants and bars, $997, two bedrooms $1,187, and three bedrooms $1,401. a movie theatre, spa and salon, and pool. The Palms is This advance extends the market's streak of gains to thirty- currently undergoing a massive $485 million renovation one quarters, during which asking rents have climbed by that will upgrade the casino and bring in new night clubs 38.3%. Since the beginning of Q3-2009, the metro as a and celebrity flagship restaurants. Calida believes they will whole has recorded an annual average increase of 2.8%. be able to co-brand with the casino and name the Project Effective rents, which exclude the value of concessions “Elysian at the Palms”, which will provide immediate offered to prospective tenants, also rose by 1.3% during recognition and cache. the second quarter. The equal rates of change indicate that landlords have managed to command higher rents without Carlyle views this investment opportunity as compelling for sweetening the relative value of concessions packages the following reasons: used to attract new renters. During the past four quarters, • Unique location and Palms Casino co-branding positive movement in asking rent was recorded in all eight opportunity; of the metro's submarkets.

• Differentiated product with elevators and interior Net new second quarter household formations in the Las conditioned corridors, whereas the vast majority of Vegas metropolitan area were 6,430. Since the beginning new apartment construction in Las Vegas is garden- of Q3-2009, household formations in Las Vegas have style walk-up projects with surface parking in averaged 1.7% per year, representing the average annual suburban locations; addition of 13,300 households. During the second quarter, • Strong multifamily rental market with Las Vegas absorption totaled 203 units, while metro inventory experiencing strong job growth in excess of 1.3% and increased by 210 units, and the average vacancy rate remained flat at 4.2%.

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Over the last four quarters, market absorption totaled 1,012 Debt Information units, less than half the average annual absorption rate of ($ in thousands) 2,474 units recorded since the beginning of Q3-2009. From Lender Wells Fargo & Company an historical perspective, the second quarter vacancy rate is 1.8% lower than the 6.0% average recorded since the Total Principal Available $ 46,500 beginning of Q3-2009 (REIS). Balance Outstanding $ 3,561 Interest Rate Spread 2.55% Key Events / Recent Updates Index LIBOR • As of Q2-2019, the Venture received the building Maturity Date December 12, 2022 permit and started parking structure construction. Extensions Available (1) One 2-Year Extension

• In Q1-2019, seller grading work was completed; and (1) Extension requires a 9.5% Debt Yield, and obtaining the certificate of final grading report was signed off. occupancy.

• In Q4-2018, the Venture closed on construction financing; and construction has begun. The Investment ($ in thousands, except per unit amount) Location Las Vegas, NV Property Type Multifamily Residential Size 286 Units Acquisition Date December 14, 2018 Acquisition All-In Cost $ 10,709 Cost at Completion $ 73,067 Cost Per Unit $ 255,480 Current Asset Valuation $ 22,106

The current asset valuation increased by 19% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 3,561 15.9% Equity - Fund VIII 16,256 72.5% Equity - Calida 2,599 11.6% Total Capitalization $ 22,416 100.0% Projected Capital Structure (in thousands) Debt $ 46,500 63.5% Equity - Fund VIII 24,142 32.9% Equity - Calida 2,669 3.6% Total Capitalization $ 73,311 100.0%

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Epoch - Flora Ridge Kissimmee, FL

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Background Phase II - Active Adult On February 15, 2019, Carlyle Realty Partners VIII, L.P. • February 2019: Commence construction; (“Carlyle”) and Epoch Residential (“Epoch”) (collectively, • July 2020: Deliver first units; the “Venture”) acquired a 73-gross acre parcel of land in the Kissimmee submarket of Orlando, FL for $.6.5 million. • September 2020: Deliver final units and complete The Venture plans to develop a 296-unit multifamily construction; and community (Phase I) and a 152-unit active adult community • December 2021: Complete lease-up and reach (Phase II) on the land (the “Property”). The remaining land stabilization. is available and entitled for the development of approximately 292 additional units but it is not currently Orlando, FL Market contemplated in the underwriting. Asking rents climbed by 1.1% during the second quarter of The Property is well located just off S. John Young 2019 to an average of $1,258. Mean unit prices in the Parkway, which sees over 50,000 cars per day. It is metro are as follows: studios $960, one bedrooms $1,100, proximate to popular tourist destinations in the area, two bedrooms $1,325, and three bedrooms $1,598. This extensive F&B and retail, and some of the best healthcare advance extends the market's streak of gains to thirty in the metro. Notably, about 0.5 mile away is the LOOP quarters, during which asking rents have advanced by a retail center with a grocer as well as multiple national total of 43.7%. Since the beginning of Q3-2009, the metro retailers and F&B chains. Within 10 miles of the Property, as a whole has recorded an annual average increase of there are various Orlando tourist destinations, major 3.6%. Effective rents, which exclude the value of employment centers, and other retail centers. concessions offered to prospective tenants, also climbed by 1.1% during the second quarter. The identical rates of Carlyle views this investment opportunity as compelling for change indicate that landlords have succeeded in raising the following reasons: rents while maintaining a stable relationship between • Proximity to popular tourist destinations, retail, and asking and effective rent values. During the past four employment centers; quarters, positive movement in asking rent was recorded in all eleven of the metro's submarkets. • Attractive supply & demand fundamentals, as the Orlando MSA is currently 96% occupied and projected Net new second quarter household formations in the to average same rate through 2021; and Orlando metropolitan area were 7,840. Since the beginning of Q3-2009, household formations in Orlando have • Attractive projected cost basis when compared to averaged 2.0% per year, representing the average annual recent sale comps. addition of 17,400 households. During the second quarter, The current expected project development timeline is as absorption totaled 352 units, while metro inventory grew by follows: 350 units, and the average vacancy rate remained flat at 5.7%. Over the last four quarters, market absorption totaled Phase I - Multifamily 3,994 units, 1.7% lower than the average annual • February 2019: Commence construction; absorption rate of 4,064 units recorded since the beginning • May 2020: Deliver first units; of Q3-2009. From an historical perspective, the second quarter vacancy rate is 0.5% lower than the 6.2% average • September 2020: Deliver final units and complete recorded since the beginning of Q3-2009 (REIS). construction; and

• October 2021: Complete lease-up and reach stabilization.

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Key Events / Recent Updates Debt Information • Construction commenced in Q1-2019. As of June 30, ($ in thousands) 2019, the multifamily portion of the Property is 25% Lender (Phase I – MF) TD Bank complete; and the active adult portion is 14% Total Principal Available $ 35,158 complete in terms of construction dollars spent. Balance Outstanding $ 0 • The Venture has engaged Epoch Residential to Interest Rate Spread 2.25% manage the Property, and pre-leasing is expected to Index LIBOR begin Q4-2019. Interest Rate Floor 0.2% • In Q1-2019, the Venture closed on a $35 million loan Maturity Date August 15, 2022 for Phase I and a $17 million loan for Phase II with TD Extensions Available (1) Two 1-Year Extensions Bank. (1) Extensions require a DSCR between 1.00x and 1.20x on trailing three-month NOI. The Investment ($ in thousands, except per unit amount) Lender (Phase II – AA) TD Bank Location Kissimmee, FL Total Principal Available $ 16,900 Property Type Multifamily Residential Balance Outstanding $ 0 Size 296 MF Units Interest Rate Spread 2.35% 152 AA Units Index LIBOR Acquisition Date February 15, 2019 Interest Rate Floor 0.2% Acquisition All-In Cost $ 7,535 Maturity Date August 15, 2022 Cost at Completion $ 85,485 Extensions Available (1) Two 1-Year Extensions

Cost Per Unit $ 190,815 (1) Extensions require a DSCR between 1.00x and 1.20x on trailing three-month Current Asset Valuation $ 13,462 NOI.

The current asset valuation increased by 109% from prior quarter due to construction progress during Q2-2019.

Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 10,550 87.8% Equity - Epoch 1,461 12.2% Total Capitalization $ 12,011 100.0% Projected Capital Structure (in thousands) Debt $ 52,058 60.9% Equity - Fund VIII 30,954 36.2% Equity - Epoch 2,473 2.9% Total Capitalization $ 85,485 100.0%

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Epoch - Palm Parkway Orlando, FL

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Background • April 2020: Obtain final certificate of occupancy; and On August 22, 2018, Carlyle Realty Partners VIII, L.P. • October 2020: Complete lease-up and reach (“Carlyle”) and Epoch Residential (“Epoch”) (collectively, stabilization. the “Venture”) acquired a 10-acre parcel of land (the Orlando, FL Market “Property”) located in the Southwest/Dr. Phillips submarket of Orlando, Florida for $7.5 million ($30k/unit). Asking rents climbed by 1.1% during the second quarter of The Venture intends to develop a 250-unit, Class A, four- 2019 to an average of $1,258. Mean unit prices in the story, surface-parked apartment community containing 134 metro are as follows: studios $960, one bedrooms $1,100, one-bedroom (54%), 100 two-bedroom (40%), and 16 two bedrooms $1,325, and three bedrooms $1,598. This three-bedroom (6%) units with an average unit size of 938 advance extends the market's streak of gains to thirty SF and housed within three separate buildings. quarters, during which asking rents have advanced by a total of 43.7%. Since the beginning of Q3-2009, the metro Located in Orlando within the Dr. Philips/Southwest as a whole has recorded an annual average increase of submarket, approximately 10 miles from downtown 3.6%. Effective rents, which exclude the value of Orlando, the Property has high visibility from its location concessions offered to prospective tenants, also climbed directly to Interstate 4, Central Florida's main artery by 1.1% during the second quarter. The identical rates of connecting Orlando to Tampa and Daytona Beach. It change indicate that landlords have succeeded in raising features strong retail fundamentals with close proximity to rents while maintaining a stable relationship between countless dining options, grocery stores, and other home asking and effective rent values. During the past four goods and lifestyle retailers. The Property also features quarters, positive movement in asking rent was recorded in easy access along I-4 and International Drive to The all eleven of the metro's submarkets. Artegon, Florida's largest artisan marketplace; Orlando Premium Outlets and Millennia Mall; and the major Net new second quarter household formations in the amusement parks in the area. In addition, the Orlando Orlando metropolitan area were 7,840. Since the beginning International Airport is located 10 miles away. of Q3-2009, household formations in Orlando have averaged 2.0% per year, representing the average annual Carlyle views this investment opportunity as compelling for addition of 17,400 households. During the second quarter, the following reasons: absorption totaled 352 units, while metro inventory grew by • Excellent location in the Dr. Phillips submarket in 350 units, and the average vacancy rate remained flat at close proximity to major tourism and hospitality 5.7%. Over the last four quarters, market absorption totaled centers, including Disney, Sea World, and Universal 3,994 units, 1.7% lower than the average annual Studios; absorption rate of 4,064 units recorded since the beginning of Q3-2009. From an historical perspective, the second • Strong market supply and demand fundamentals quarter vacancy rate is 0.5%lower than the 6.2% average resulting in an average occupancy rate of 95% since recorded since the beginning of Q3-2009 (REIS). 2012; and

• Attractive cost basis of $199k/unit which equates to a Key Events / Recent Updates 7.6% discounted basis to recent sales in the market. • As of June 30, 2019, construction was 58% complete in terms of dollars spent. The current expected project development timeline is as follows:

• October 2018: Commence construction;

• December 2019: Deliver first units / begin leasing;

• March 2020: Deliver final units;

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The Investment ($ in thousands, except per unit amount)

Location Orlando, FL Property Type Multifamily Residential Size 250 Units Acquisition Date August 22, 2018 Acquisition All-In Cost $ 7,954 Cost at Completion $ 49,292 Cost Per Unit $ 197,168 Current Asset Valuation $ 28,381

The current asset valuation increased by 33% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 11,404 40.1% Equity - Fund VIII 16,178 56.9% Equity - Epoch 851 3.0% Total Capitalization $ 28,434 100.0% Projected Capital Structure (in thousands) Debt $ 31,630 64.2% Equity - Fund VIII 16,779 34.0% Equity - Epoch 883 1.8% Total Capitalization $ 49,292 100.0% Debt Information ($ in thousands) Lender BB&T Bank Total Principal Available $ 31,630 Balance Outstanding $ 11,404 Interest Rate Spread 2.75% Index LIBOR Maturity Date September 1, 2021 Extensions Available (1) One 2-Year Extension

(1) Extension requires a 1.0x DSCR.

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Euless Park Drive Euless, TX

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Background • July 2021: Complete lease-up and reach stabilization. On January 25, 2019, Carlyle Realty Partners VIII, L.P. Fort Worth, TX Market (“Carlyle”) and Embrey Partners (“Embrey”) (collectively, During the second quarter of 2019, asking rents increased the “Venture”) acquired an 8.4-acre parcel of land (the by 1.7% to an average of $1,012. Mean unit prices in the “Property”) located in Euless, TX for $3.9 million metro are as follows: studios $724, one bedrooms $875, ($14k/unit). The Venture intends to develop a 285-unit, two bedrooms $1,130, and three bedrooms $1,427. This Class A, four-story apartment community containing 207 advance extends the market's streak of gains to thirty- one-bedroom (72%), 70 two-bedroom (25%) and eight seven quarters, during which asking rents have climbed by three-bedroom (3%) units with an average unit size of 905 42.2%. Since the beginning of Q3-2009, the metro as a SF. whole has recorded an annual average increase of 3.5%. Euless has emerged as a desirable location that has led to Effective rents, which exclude the value of concessions strong renter demand due to its centralized location in the offered to prospective tenants, also climbed by 1.7% during Dallas-Fort Worth metro area and close proximity to a large the second quarter. The equal rates of change indicate that concentration of office and retail space. The submarket has landlords have managed to command higher rents without experienced exceptionally strong historical occupancy and sweetening the relative value of concessions packages absorption fundamentals. Due to the city's difficult used to attract new renters. During the past four quarters, entitlement process, the submarket's supply is extremely positive movement in asking rent was recorded in all nine limited, evidenced by the fact that there is no planned of the metro's submarkets. supply in the submarket other than the Property. Net new second quarter household formations in the Fort Carlyle views this investment opportunity as compelling for Worth metropolitan area were 4,920. Since the beginning the following reasons: of Q3-2009, household formations in Fort Worth have averaged 1.6% per year, representing the average annual • Highly desirable location in the DFW MSA with addition of 14,100 households. This pace of household excellent drive-by visibility, quick and convenient formations contributed to an absorption rate of 755 units access to DFW International Airport, and located during the second quarter, and total metro stock increased within Euless Founders Parc, a mixed-use by 949 units due to development activity. As a result, the development that will feature commercial, retail, metro average vacancy rate drifted upward by 10 basis restaurants, and single family/multifamily residential; points to 4.3%. Over the last four quarters, market • Rapid population growth, as DFW was one of the absorption totaled 2,354 units, 20.0% lower than the fastest growing cities in the US, with approximately average annual absorption rate of 2,941 units recorded 7.5% population growth over the last five years; and since the beginning of Q3-2009. From an historical • Strategic positioning supported by strong perspective, the second quarter vacancy rate is 1.7% lower demographics, as Fort Worth is expected to continue than the 6.0% average recorded since the beginning of Q3- experiencing strong projected population growth of 8% 2009 (REIS). over the next five years. Key Events / Recent Updates The current expected project development timeline is as • Construction commenced in January 2019, and first follows: units are expected to deliver in June 2020.

• January 2019: Commence construction; • As of Q2-2019, construction at the Property was 15% • June 2020: Deliver first units; complete and remains within budget.

• April 2021: Deliver final units and complete • In Q1-2019, the Venture closed on a $33 million loan construction; and with Southside Bank.

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The Investment ($ in thousands, except per unit amount) Location Euless, TX Property Type Multifamily Residential Size 285 Units Acquisition Date January 25, 2019 Acquisition All-In Cost $ 4,912 Cost at Completion $ 48,570 Cost Per Unit $ 170,423 Current Asset Valuation $ 9,716

The current asset valuation increased by 147% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 9,577 95.6% Equity - Embrey 445 4.4% Total Capitalization $ 10,022 100.0% Projected Capital Structure (in thousands) Debt $ 33,300 68.5% Equity - Fund VIII 14,507 29.9% Equity - Embrey 764 1.6% Total Capitalization $ 48,571 100.0% Debt Information ($ in thousands) Lender Southside Bank Total Principal Available $ 33,300 Balance Outstanding $ 0 Interest Rate Spread 2.25% Index LIBOR Maturity Date January 25, 2023 Extensions Available (1) Two 1 Year Extensions

(1) Extensions require a 25 bps fee, a min DSCR of 1.25x and a max LTV of 70%.

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Greystar - Elan Powers Ferry Atlanta, GA

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Background The current expected project development timeline is as follows: On June 26, 2019, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Greystar Real Estate Partners, L.L.C. • July 2019: Commence construction; (“Greystar”) (collectively, the “Venture”) acquired a three- • February 2021: Deliver first units and begin lease-up; acre parcel of land for $6 million. The Venture intends to and develop a 276-unit wrap apartment community in the Cobb Galleria submarket of Atlanta, GA (the “Property”). Once • February 2022: Complete lease-up and reach developed, the Property will consist of 47 studio (17%), 154 stabilization. one-bedroom (56%), and 75 two-bedroom (27%) units with Atlanta, GA Market an average unit size of 862 SF and offer approximately 300 parking spaces (1.1 spaces/unit). During the second quarter of 2019, asking rents in Georgia's state capital and most populous city increased The Property is located in the affluent Cobb Galleria by 1.4% to an average of $1,244. Mean unit prices in the submarket, a centralized location with convenient access metro are as follows: studios $1,126, one bedrooms across the Atlanta metro area. It offers close proximity to $1,128, two bedrooms $1,290, and three bedrooms the I-285 / I-75 interchange as well as the 1.1 million SF $1,464. This advance extends the market's streak of Cumberland Mall, which is anchored by Macy's, Sears and gains to thirty quarters, during which asking rents have Costco. The site is approximately 12 miles northwest of risen by 45.0%. Since the beginning of Q3-2009, the downtown Atlanta, six miles northwest of Buckhead, and metro as a whole has recorded an annual average less than two miles northeast of Vinings. It is within walking increase of 3.8%. Effective rents, which exclude the value distance to the Chattahoochee River, a popular outdoor of concessions offered to prospective tenants, climbed by recreational area. Furthermore, the project sits 1.6% during the second quarter to an average of $1,168. approximately 1.5 miles from The Battery, a major mixed- During the past four quarters, positive movement in use development that serves as the new home for the asking rent was recorded in all eighteen of the metro's Atlanta Braves and offers access to numerous retail and submarkets. entertainment outlets. The second quarter added 10,380 net new households to Carlyle views this investment opportunity as compelling for the Atlanta MSA. Since the beginning of Q3-2009, the following reasons: household formations in Atlanta have averaged 1.3% per • Strategic location with excellent access across the year, representing the average annual addition of 27,700 Atlanta metro area; households. This pace of household formations contributed to an absorption rate of 911 units during the • Top job growth market, the fifth highest job growth second quarter, while the metro inventory increased by among the 49 largest MSAs in the past twelve 855 units. In response, the metro average vacancy rate months; drifted downward by 10 basis points to 4.8%. Over the • Attractive supply/demand fundamentals between 2019 last four quarters, market absorption totaled 8,657 units, and 2022 with the broader MSA projected demand to 12.8% greater than the average annual absorption rate of outstrip projected supply; 7,674 units recorded since the beginning of Q3-2009. In a long-term context, the second quarter vacancy rate is • Barriers to entry, given new zoning restrictions 1.8% lower than the 6.6% average recorded since the implemented by Cobb County; and beginning of Q3-2009 (REIS). • Experienced operating partner with one of the nation's leading multifamily property managers.

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Key Events / Recent Updates

• As of Q2-2019, the site work at the Property had commenced.

• In Q2-2019, the Venture closed on a $40 million loan with Fifth Third Bank. The Investment ($ in thousands, except per unit amount) Location Atlanta, GA Property Type Multifamily Residential Size 276 Units Acquisition Date June 26, 2019 Acquisition All-In Cost $ 6,725 Cost at Completion $ 62,015 Cost Per Unit $ 224,694 Current Asset Valuation $ 8,297 Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 8,424 95.0% Equity - Greystar 443 5.0% Total Capitalization $ 8,867 100.0% Projected Capital Structure (in thousands) Debt $ 39,698 64.0% Equity - Fund VIII 21,202 34.2% Equity - Greystar 1,116 1.8% Total Capitalization $ 62,016 100.0% Debt Information ($ in thousands) Lender Fifth Third Bank Total Principal Available $ 39,800 Balance Outstanding $ 0 Interest Rate Spread 1.90% Index LIBOR Maturity Date June 26, 2023 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires a 1.20x DSCR. Second Extension requires a 1.25x DSCR.

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Greystar - The Preserve Grapevine, TX

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Background The current expected project development timeline is as follows: On June 28, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Greystar Real Estate Partners, L.L.C. • June 2018: Close on construction loan; (“Greystar”) (collectively, the “Venture”) acquired a 20.4- • September 2018: Commence construction; acre parcel of land (the “Property”) located in the Grapevine submarket of Dallas-Fort Worth, TX for $10.9 • January 2020: Begin initial occupancy; million ($27.4k/unit). The Venture intends to develop a 399- • November 2020: Complete construction; and unit, Class A, three-story, garden-style apartment • June 2021: Complete lease-up and reach community. Upon completion, the unit mix will contain 256 stabilization. one-bedroom (64%), 102 two-bedroom (26%), 20 three- bedroom (5%), and 21 townhome (5%) units with an Fort Worth, TX Market average unit size of 968 SF. The Property will offer a total During the second quarter of 2019, asking rents increased of 689 parking spaces (1.7 spaces/unit), with 460 surface by 1.7% to an average of $1,012. Mean unit prices in the parked spaces, 140 garage spaces, and 59 carports. The metro are as follows: studios $724, one bedrooms $875, size of the site allows for unique and unmatched amenities two bedrooms $1,130, and three bedrooms $1,427. This featuring a ¾-mile hike and bike trail meandering through advance extends the market's streak of gains to thirty- 39 acres of open green space, replete with fitness stations seven quarters, during which asking rents have climbed by and informational nature overlooks, and a dedicated a total of 42.2%. Since the beginning of Q3-2009, the residents-only clubhouse, resort-style pool with metro as a whole has recorded an annual average cantilevered pavilion, and indoor fitness facility. increase of 3.5%. Effective rents, which exclude the value The Property is located in the affluent Grapevine of concessions offered to prospective tenants, also climbed submarket, a centralized location with convenient access by 1.7% during the second quarter. The equal rates of across the Dallas-Fort Worth metro area. The Property's change indicate that landlords have managed to command location provides quick and convenient access to major higher rents without sweetening the relative value of employment centers including DFW International Airport concessions packages used to attract new renters. During (60,000 jobs), the Las Colinas Office Park (105,000 jobs), the past four quarters, positive movement in asking rent the Dallas and Fort Worth CBDs, Uptown Dallas, Freeport was recorded in all nine of the metro's submarkets. Office Market and the Las Colinas Urban Center. Net new second quarter household formations in the Fort Additionally, the Property is located in the highly rated Worth metropolitan area were 4,920. Since the beginning Grapevine-Colleyville District which is frequently ranked as of Q3-2009, household formations in Fort Worth have a top public school district in the area. averaged 1.6% per year, representing the average annual Carlyle views the investment opportunity as compelling for addition of 14,100 households. This pace of household the following reasons: formations contributed to an absorption rate of 755 units • Strategic, centralized location with convenient access during the second quarter, and total metro stock increased across the Dallas-Fort Worth metro area; by 949 units due to development activity. As a result, the metro average vacancy rate drifted upward by 10 basis • Favorable submarket characteristics combined with a points to 4.3%. Over the last four quarters, market strong demand forecast; absorption totaled 2,354 units, 20.0% lower than the • Attractive projected basis of $191k/unit; and average annual absorption rate of 2,941 units recorded since the beginning of Q3-2009. From an historical • Unmatched amenity package in the Grapevine perspective, the second quarter vacancy rate is 1.7% lower submarket. than the 6.0% average recorded since the beginning of Q3- 2009 (REIS).

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Key Events / Recent Updates Debt Information • As of June 30, 2019, the Property is 43% complete in ($ in thousands) terms of construction dollars spent. Lender US Bank • Pre-leasing is expected to commence in Q3-2019. Total Principal Available $ 49,182 Balance Outstanding $ 2,344 The Investment Interest Rate Spread 2.05% ($ in thousands, except per unit amount) Index LIBOR Location Grapevine, TX Maturity Date June 27, 2022 Property Type Multifamily Residential Extensions Available (1) One 1-Year Extension Size 399 Units (1) Extension is subject to a min 1.30x DSCR, a max 65% LTV, construction Acquisition Date June 28, 2018 completion, and a fee of 12.5 bps.

Acquisition All-In Cost $ 11,660 Cost at Completion $ 76,035 Cost Per Unit $ 190,564 Current Asset Valuation $ 27,282

The current asset valuation increased by 24% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 2,344 8.1% Equity - Fund VIII 25,158 87.3% Equity - Greystar 1,324 4.6% Total Capitalization $ 28,826 100.0% Projected Capital Structure (in thousands) Debt $ 49,182 64.7% Equity - Fund VIII 25,473 33.5% Equity - Greystar 1,343 1.8% Total Capitalization $ 75,998 100.0%

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Carlyle Realty Partners VIII Volume 2

June 30, 2019 Update

TRADE SECRET AND STRICTLY CONFIDENTIAL

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII June 30, 2019 Update

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII June 30, 2019 Update

PRIVACY NOTICE

 Information we receive on subscription agreements or other forms, such as name, address, account number and the types and amounts of investments; and

 Information about transactions with us or our affiliates, such as participation in other investment programs, ownership of certain types of accounts or other account data.

Sincerely,

The Carlyle Group

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII June 30, 2019 Update

THE CARLYLE GROUP NOTICE OF PROXY VOTING POLICIES AND PROCEDURES

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Multifamily Residential (continues)

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Haven - Highland Knolls Katy, TX

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Background follows: studios $811, one bedrooms $954, two bedrooms $1,227, and three bedrooms $1,528. This advance extends On October 31, 2017, Carlyle Realty Partners VIII, L.P. the market's streak of gains to ten quarters, during which (“Carlyle”) and CAF Capital Partners (“CAF”) (collectively, asking rents have risen by a total of 11.2%. Since the the “Venture”) acquired a 139-unit, four-story, elevator- beginning of Q3-2009, the metro as a whole has recorded served, garden-style, Class A apartment community (the an annual average increase of 3.6%. Effective rents, which “Property”) for $17.0 million. The Property is located in exclude the value of concessions offered to prospective Katy, TX, approximately 20 miles west of Downtown tenants, climbed by 1.0% during the second quarter to an Houston. Built in 2016, the Property contains 56 one- average of $1,031. Although all of the Houston bedroom (40%) and 83 two-bedroom (60%) units with an metropolitan area's twenty-three apartment submarkets average unit size of 986 SF. contributed to the metro's recent rent growth, it is The Property features open floor plans with over nine-foot instructive to observe that the 2.7% asking rent growth rate ceilings, faux hardwood flooring in common areas with of the past four quarters compares unfavorably to the carpeting in the bedrooms, large walk-in closets, built-in metro's long term performance. bookshelves, washer and dryers, and private The second quarter added 12,380 net new households to balconies/patios. Additional community amenities include the Houston MSA. Since the beginning of Q3-2009, controlled-access entry for the building, 24-hour clubroom household formations in Houston have averaged 2.1% per and fitness center, swimming pool, and courtyard. year, representing the average annual addition of 46,200 Carlyle views the investment opportunity as compelling for households. Demand attributable in part to this pace of the following reasons: household formations contributed to the absorption of • Excellent location in the Katy/West Houston 1,210 units during the second quarter, while new submarket of Houston, which is one of the most development added 264 units to the metro inventory; the desirable suburban locations in the city due to its net effect of absorption and construction dynamics caused close proximity to Houston's largest employment the vacancy rate to drift downward by 20 basis points to centers including the Energy Corridor and the 5.7%. Over the last four quarters, market absorption totaled Westchase Business District; 7,887 units, 30.1% lower than the average annual absorption rate of 11,285 units recorded since the • Location in the Katy Independent School District, beginning of Q3-2009. From an historical perspective, the which is continually ranked in the top 25 school second quarter vacancy rate is 1.8% lower than the 7.5% districts in the state of Texas with a 92% graduation average recorded since the beginning of Q3-2009 (REIS). rate of the largest in the state, which educates more than 70,330 students at its 63 campuses and Key Events / Recent Updates encompasses nearly 181 square miles; and • As of June 30, 2019, the Property was 96% occupied • Strong fundamentals within a three-mile radius where and 97% leased, as compared to 95% occupied and the average household income is $139,000; the 96% leased as of March 31, 2019. average home value is $230,000; and the local population of 102,612 has grown 15% since 2010 and is projected to grow an additional 9% over the next five years. Houston, TX Market During the second quarter of 2019, asking rents in the most populous city in the state of Texas climbed by 0.9% to an average of $1,099. Mean unit prices in the metro are as

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The Investment Investment Performance ($ in thousands, except per unit amount) ($ in thousands) Location Katy, TX January 1, 2019 to June 30, 2019 Property Type Multifamily Residential Actual Budget Variance Size 139 Units Revenues $ 1,224 $ 1,235 $ (11) Acquisition Date October 31, 2017 Expenses 602 641 39 Acquisition All-In Cost $ 17,615 NOI 321 593 28 Cost at Completion $ 17,387 Non-Operating Expenses 30 32 2 Cost Per Unit $ 125,091 Debt Service 337 351 14 Occupancy 96% CapEx 57 70 13 Current Asset Valuation $ 18,469 Cash Flow $ 198 $ 141 $ 57

The current asset valuation is consistent with prior quarter. CapEx variance is due to lower than-budgeted pool and landscaping costs. Capital Structure (in thousands) Debt $ 12,000 69.1% Equity - Fund VIII 5,112 29.4% Equity - CAF 269 1.5% Total Capitalization $ 17,381 100.0% Debt Information ($ in thousands) Lender Freddie Mac Total Principal Available $ 12,000 Balance Outstanding $ 12,000 Interest Rate Spread 2.19% Index LIBOR Maturity Date November 1, 2027 Extensions Available None

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Haven - Westheimer Houston, TX

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Background • Fully completed project that is currently in lease up with a business plan to increase the income potential On September 15, 2017, Carlyle Realty Partners VIII, L.P. through expected outsized market rent growth and (“Carlyle”) and CAF Capital Partners (“CAF”) (collectively, removing concessions as the Houston apartment the “Venture”) acquired a 230-unit, four-story, elevator- market recovers post-Harvey. served, garden-style, Class A apartment community (the “Property”) located in the Energy Corridor/West Houston Houston, TX Market submarket of Houston, TX for $ 28.2 million. Built in 2017, During the second quarter of 2019, asking rents in the most the Property contains 150 one-bedroom (65%) and 80 two- populous city in the state of Texas climbed by 0.9% to an bedroom (35%) units with an average unit size of 863 SF. average of $1,099. Mean unit prices in the metro are as The Property features open floor plans with over nine-foot follows: studios $811, one bedrooms $954, two bedrooms ceilings, faux hardwood flooring in common areas with $1,227, and three bedrooms $1,528. This advance extends carpeting in the bedrooms, large walk-in closets, built-in the market's streak of gains to ten quarters, during which bookshelves, washer and dryers, and private asking rents have risen by a total of 11.2%. Since the balconies/patios. Additional community amenities include beginning of Q3-2009, the metro as a whole has recorded controlled-access entry for the building, air-conditioned an annual average increase of 3.6%. Effective rents, which corridors, 24-hour club room with game tables, 24-hour exclude the value of concessions offered to prospective fitness center, resort style swimming pool, and an tenants, climbed by 1.0% during the second quarter to an expansive pool deck and courtyard. average of $1,031. Although all of the Houston metropolitan area's twenty-three apartment submarkets Carlyle views the investment opportunity as compelling for contributed to the metro's recent rent growth, it is the following reasons: instructive to observe that the 2.7% asking rent growth rate • Excellent location in the Energy Corridor/West of the past four quarters compares unfavorably to the Houston submarket of Houston, which is one of the metro's long term performance. most desirable suburban locations in the city due to its The second quarter added 12,380 net new households to close proximity to Houston's largest employment the Houston MSA. Since the beginning of Q3-2009, centers including the Energy Corridor and the household formations in Houston have averaged 2.1% per Westchase Business District; year, representing the average annual addition of 46,200 • Location in the Katy Independent School District, one households. Demand attributable in part to this pace of of the largest school districts in the state, educating household formations contributed to the absorption of more than 70,330 students at its 63 campuses, which 1,210 units during the second quarter, while new is continually ranked in the top 25 school districts in development added 264 units to the metro inventory; the the state of Texas; net effect of absorption and construction dynamics caused • Strong fundamentals, where within a three-mile the vacancy rate to drift downward by 20 basis points to radius, the area has an average household income of 5.7%. Over the last four quarters, market absorption totaled $95,306; average home values of $197,864; and a 7,887 units, 30.1% lower than the average annual location population of 164,645 which has grown absorption rate of 11,285 units recorded since the 14.4% since 2010 and is projected to grow an beginning of Q3-2009. From an historical perspective, the additional 8.8% over the next five years; second quarter vacancy rate is 1.8% lower than the 7.5% average recorded since the beginning of Q3-2009 (REIS). • Off-market acquisition at a discount to the adjusted set of comparable trades; and Key Events / Recent Updates • As of June 30, 2019, occupancy was 88% compared to occupancy of 92% as of March 31, 2019.

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The Investment Investment Performance ($ in thousands, except per unit amount) ($ in thousands) Location Houston, TX January 1, 2019 to June 30, 2019 Property Type Multifamily Residential Actual Budget Variance Size 230 Units Revenues $ 1,793 $ 1,937 $ (143) Acquisition Date September 15, 2017 Expenses 945 968 23 Acquisition All-In Cost $ 29,868 NOI 848 969 (120) Cost at Completion $ 30,153 Non-Operating Expenses 42 34 (8) Cost Per Unit $ 131,104 Debt Service 717 729 11 Occupancy 88% CapEx 87 54 (33) Current Asset Valuation $ 32,709 Cash Flow $ 2 $ 152 $ (150)

The current asset valuation is consistent with prior quarter. NOI variance is due to slightly lower-than-budgeted rent growth and higher vacancy. Non-Operating Expenses Capital Structure variance is due to increases in audit/accounting expenses. (in thousands) CapEx variance is due to higher-than-budgeted signage, Debt $ 20,450 67.9% carpeting, and paving expenses. Equity - Fund VIII 9,189 30.5%

Equity - CAF 484 1.6% Total Capitalization $ 30,123 100.0% Debt Information ($ in thousands) Lender Invesco Total Principal Available $ 20,450 Balance Outstanding $ 20,450 Interest Rate Spread 3.50% Index LIBOR Interest Rate Floor 4.7% Maturity Date August 9, 2019 Extensions Available (1) One 1-Year Extension

(1) Extension requires (i) payment of 0.25% extension fee, (ii) a Debt Yield of not less than 7.00%, (iii) LTV of not more than 70%, and (iv) Rate Cap Renewal.

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Haven on Tucker Louisville, KY

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 161 June 30, 2019 Update

Background The current expected project development timeline is as follows: On June 18, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Cityscape Residential (“Cityscape”) • June 2018: Commence construction; (collectively, the “Venture”) acquired a 38-acre parcel of • July 2019: Commence leasing; land (the “Property”) located in Louisville, KY for $3.7 million ($10k/unit). The Venture intends to develop a 370- • August 2019: Deliver first units; commence leasing; unit, Class A, three-story, surface-parked apartment • October 2020: Complete construction; and community housed within 18 separate buildings and will • March 2021: Complete lease-up and reach offer a total of 660 parking spaces (1.8 spaces/unit), with stabilization. 378 surface-parked and 282 garage spaces. The unit mix will consist of 198 one-bedroom (53%), 132 two-bedroom Louisville, KY Market (36%), and 40 three-bedroom (11%) units with an average During the second quarter of 2019, asking rents in unit size of 1,012 SF. Additionally, the Property will offer a Kentucky's most populous city climbed by 1.2% to an superior amenity package compared to current offerings in average of $868. Mean unit prices in the metro are as the comp set. follows: studios $710, one bedrooms $783, two bedrooms The Property is very well located between both the $889, and three bedrooms $1,175. This advance extends Bluegrass Commerce Park (38k jobs) and Blakenbaker the market's run of gains to thirteen quarters, during which Station new multi-use office development (11k jobs). In asking rents have advanced by a total of 14.2%. Since the addition to these large adjacent office parks, the Property beginning of Q3-2009, the metro as a whole has recorded will be three miles from many other employment centers, an annual average increase of 3.0%. Effective rents, which including Shelbyhurst Office Park and Eastpoint Business exclude the value of concessions offered to prospective Center. Additionally, both downtown Louisville and Ford's tenants, also rose by 1.2% during the second quarter. The Louisville manufacturing plant are a 20-minute drive away. equal rates of change indicate that landlords have There are also many nearby retail / entertainment managed to command higher rents without sweetening the amenities, including a 16-screen movie theater, relative value of concessions packages used to attract new entertainment complex, Sam's Club, Walmart, Target, tenants. During the past four quarters, positive movement Kroger, and Starbucks. in asking rent was recorded in all seven of the metro's Carlyle views this investment opportunity as compelling for submarkets. the following reasons: The second quarter added 1,320 net new households to • Highly desirable location with immediate access to the Louisville MSA. Since the beginning of Q3-2009, various employment centers, retail, and entertainment household formations in Louisville have averaged 0.8% per amenities; year, representing the average annual addition of 4,400 households. This pace of household formations contributed • Strong employment growth in Louisville MSA over the to an absorption rate of 233 units during the second past five years, adding 70,000 jobs, that is currently quarter, while the metro inventory increased by 477 units. experiencing a lower unemployment rate versus the As a result, the metro average vacancy rate drifted upward U.S. (3.2% vs 4.1%); by 40 basis points to 5.9%. Over the last four quarters, • Strong submarket multifamily fundamentals; and market absorption totaled 1,520 units, nearly double the average annual absorption rate of 828 units recorded since • Attractive cost basis relative to recent sales the beginning of Q3-2009. From an historical perspective, comparables. the second quarter vacancy rate is 0.6% higher than the 5.3% average recorded since the beginning of Q3-2009 (REIS).

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Key Events / Recent Updates Debt Information • As of June 30, 2019, Phase I (clubhouse and building ($ in thousands) 18) of the Property was nearing completion. The pool Lender Regions Bank deck is poured; paving is complete around Phase I, II Total Principal Available $ 36,800 III; and Phase IV buildings are under roof. Balance Outstanding $ 24 • As of June 30, 2019 the project is 43% complete in Interest Rate Spread 2.60% terms of construction dollars spent. Index LIBOR • Pre-leasing for the Property began in Q2-2019 and it Maturity Date June 15, 2021 is currently 3% pre-leased. Extensions Available (1) Two 1-Year Extensions

• In Q1-2019, the Venture engaged Lincoln Property (1) First Extension requires a 10 bps fee and 240 signed leases at an average rate of at least $1.24/SF. Second Extension requires a 10 bps fee, 1.25x DSCR and Management to run the day-to-day operations for the max 65% LTV. asset. The Investment ($ in thousands, except per unit amount) Location Louisville, KY Property Type Multifamily Residential Size 370 Units Acquisition Date June 18, 2018 Acquisition All-In Cost $ 6,032 Cost at Completion $ 56,600 Cost Per Unit $ 152,972 Current Asset Valuation $ 22,820

The current asset valuation increased by 57% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 24 0.1% Equity - Fund VIII 18,810 94.9% Equity - Cityscape 990 5.0% Total Capitalization $ 19,824 100.0% Projected Capital Structure (in thousands) Debt $ 36,800 65.1% Equity - Fund VIII 18,810 33.2% Equity - Cityscape 990 1.7% Total Capitalization $ 56,600 100.0%

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Homewood Banks Raleigh, NC

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Background Raleigh/Durham, NC Market On December 22, 2017, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents rose by (“Carlyle”) and Dominion Realty Partners, L.L.C. (“DRP”) 2.1% to an average of $1,144. Mean unit prices in the (collectively, the “Venture”) acquired a 16.0-acre parcel of metro are as follows: studios $990, one bedrooms $1,006, land for $6.2 million. The Venture intends to develop a two bedrooms $1,198, and three bedrooms $1,472. This Class A, three- and four-story garden style apartment advance extends the market's streak of gains to thirty- project (the “Property”) located in the Crabtree/Northwest seven quarters, during which asking rents have risen by a submarket of Raleigh, NC. Upon completion, the Property total of 43.2%. Since the beginning of Q3-2009, the metro will consist of 221 units with 328 parking spaces (1.5 as a whole has recorded an annual average increase of space/unit). The unit mix will contain 137 one-bedroom 3.5%. Effective rents, which exclude the value of (62%) and 84 two-bedroom (38%) units with an average concessions offered to prospective tenants, also increased unit size of 897 SF. This will be Carlyle's first joint venture by 2.1% during the second quarter. The parity in rates of with DRP. change suggests that landlords have been able to raise rents without also increasing the relative value of The Property is strategically located in the concessions packages offered to new renters. During the Crabtree/Northwest submarket, one of the top-performing past four quarters, positive movement in asking rent was submarkets in Raleigh. Crabtree is a desirable submarket recorded in all eleven of the metro's submarkets. that enjoys strong renter demand due to its centralized location with close proximity to major employment centers The second quarter added 4,480 net new households to and excellent retail amenity base featured by the 1.4 million the Raleigh-Durham MSA. Since the beginning of Q3-2009, SF Crabtree Valley Mall, the Triangle's largest and most household formations in Raleigh-Durham have averaged well established enclosed mall. 2.0% per year, representing the average annual addition of 14,100 households. This pace of household formations Carlyle views this investment opportunity as compelling for contributed to an absorption rate of 851 units during the the following reasons: second quarter, and total metro stock grew by 1,099 units • Strategic location with excellent access to key due to development activity. As a result, the metro average roadways and major employment centers; vacancy rate drifted upward by 10 basis points to 5.5%. • Strong submarket fundamentals with high Over the last four quarters, market absorption totaled 4,126 occupancies and excellent prospects for continued units, 21.9% greater than the average annual absorption absorption and rent growth; and rate of 3,385 units recorded since the beginning of Q3- 2009. From an historical perspective, the second quarter • Strong employment and demographic fundamentals. vacancy rate is 0.1% lower than the 5.6% average The current expected project development timeline is as recorded since the beginning of Q3-2009 (REIS). follows: Key Events / Recent Updates • January 2018: Commence construction; • In Q2-2019, first units were delivered; and • June 2019: Deliver first units; construction continued on the remaining buildings.

• December 2019: Complete construction; and

• April 2020: Complete lease-up and reach stabilization.

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The Investment ($ in thousands, except per unit amount)

Location Raleigh, NC Property Type Multifamily Residential Size 221 Units Acquisition Date December 22, 2017 Acquisition All-In Cost $ 8,254 Cost at Completion $ 42,101 Cost Per Unit $ 190,504 Occupancy 8% Current Asset Valuation $ 31,023

The current asset valuation increased by 29% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 7,929 30.4% Equity - Fund VIII 16,370 62.8% Equity - DRP 1,760 6.8% Total Capitalization $ 26,059 100.0% Projected Capital Structure (in thousands) Debt $ 22,232 52.6% Equity - Fund VIII (1) 18,005 42.6% Equity - DRP 2,001 4.7% Total Capitalization $ 42,238 100.0%

(1) Equity figure includes a line balance of $3.6M on the Fund’s credit facility. Debt Information ($ in thousands) Lender Citizens Bank Total Principal Available $ 22,232 Balance Outstanding $ 7,929 Interest Rate Spread 3.15% Index LIBOR Maturity Date December 21, 2020 Extensions Available (1) Two 1-Year Extensions

(1) Both Extensions are subject to 1.25x DSCR, 60% max LTV and 20 bps extension fee.

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Midland Briarwood Midland, TX

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Background • Strong micro-market demographics with high average household income and single-family home values On October 17, 2018, Carlyle Realty Partners VIII, L.P. within a one-mile radius of the Property. (“Carlyle”) and StoneHawk Capital Partners, L.L.C. (“StoneHawk”) (collectively, the “Venture”) acquired a The current expected project development timeline is as 17.9-acre parcel of land (the “Property”) located in follows: Midland, TX, within the Permian Basin oil deposit for $3.5 • October 2018: Commence construction; million ($9k/unit). The Venture intends to develop a 384- unit, three-story, garden-style, Class A apartment • January 2020: Deliver first units; begin lease-up; community. The unit mix will contain 228 one-bedroom • October 2020: Complete construction; and (59%), 120 two-bedroom (31%), and 36 three-bedroom • September 2021: Complete lease-up and reach (10%) units, with an average unit size of 882 SF. stabilization. The Property is located in one of the most affluent submarkets in Midland with a centralized location and Midland, TX Market convenient access across the Midland metro area. The According to the Bureau of Labor and Statistics, as of May Property sits at the corner of County Road 60 and 2019, employment in the Midland MSA totaled 104,800. Briarwood Avenue with nearby access to Loop 250 (1.4 Midland has added a total of 2,550 jobs over the past 12 miles). The site is within close proximity to major oil and months (2.3%) and a total of 22,600 jobs since the trough gas employers including Chevron (800 employees), in June 2016. As oil and gas activity continues to pick up in Occidental Petroleum (600 employees), Pioneer Natural the Permian Basin, Midland is expected to continue to add Resources (550 employees), Anadarko Petroleum (200 jobs. Prior to the decrease in oil prices in 2014, total employees), Apache Corporation, and Conoco Philips. employment in Midland peaked at 98,500 jobs. Coming out Additionally, under construction, directly to the east of the of the recession and compounded by the fracking boom the Property, lies a city park, as well as the Bush Tennis Permian, Midland added a total of 30,200 jobs between Center, which upon completion is planned to be the second 2009 and 2014 (approximately 6,000 per year), which largest tennis center in the world. translates to an annual growth rate of 7.6% (Bureau of Carlyle views this investment opportunity as compelling for Labor and Statistics). the following reasons: Key Events / Recent Updates • Location within the Permian Basin in the central part • As of Q2-2019, construction at the Property was 33% of Midland, TX in a downtown location within close complete. proximity to major employers; • Construction commenced in Q4-2018, and first units • Pent-up demand, as exhibited by the Property's high are expected in Q1-2020. occupancy and a reported wait-list;

• Strong demand drivers with mineral acquisitions in the area total $35 billion in 2017 and representing roughly one quarter of the total spent by the oil and gas industry worldwide;

• High barriers to entry due to its proximity to public utilities as high costs to bring water and sewer lines to a site are make it difficult for many vacant sites to be considered development opportunities; and

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The Investment ($ in thousands, except per unit amount)

Location Midland, TX Property Type Multifamily Residential Size 384 Units Acquisition Date October 17, 2018 Acquisition All-In Cost $ 5,366 Cost at Completion $ 59,285 Cost Per Unit $ 154,389 Current Asset Valuation $ 17,547

The current asset valuation increased by 84% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 13,455 90.0% Equity - Stonehawk 1,495 10.0% Total Capitalization $ 14,949 100.0% Projected Capital Structure (in thousands) Debt $ 37,930 64.2% Equity - Fund VIII 19,062 32.2% Equity - Stonehawk 2,118 3.6% Total Capitalization $ 59,110 100.0% Debt Information ($ in thousands) Lender Simmons Bank Total Principal Available $ 37,930 Balance Outstanding $ 0 Interest Rate Spread 2.75% Index LIBOR Maturity Date October 15, 2028 Extensions Available None

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Munroe Street Apartments Lynn, MA

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Background The current expected project development timeline is as follows: On October 5, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Procopio Companies (“Procopio”)  November 2018: Commence construction; (collectively, the “Venture”) acquired a 0.66-acre parcel of  June 2019: Complete foundation; land located in Lynn, MA for $3.0 million ($12k/unit). The  July 2020: Receive TCO; and Venture intends to develop a 10-story, elevator-served apartment building with 259 Class A market rate units and  September 2020: Complete construction. 46 parking spaces (the “Property”). The unit mix will Boston, MA Market contain 27 studio (10%), 188 one-bedroom (73%), and 44 During the second quarter of 2019, asking rents in the two-bedroom (17%) units with an average unit size of 663 Massachusetts state capital and most populous city advanced SF. by 1.6% to an average of $2,403. Mean unit prices in the The Property is located in Lynn, MA, which is nine miles metro are as follows: studios $1,924, one bedrooms $2,149, north of downtown Boston. Lynn is situated in the North two bedrooms $2,561, and three bedrooms $3,555. Over the Shore submarket, north of the town of Revere and south of past four quarters, asking rents have climbed a total of 3.5%, Swampscott. Located in the center of downtown Lynn, the up from $2,322. Since the beginning of Q3-2009, the metro site is across the street from the Lynn commuter rail as a whole has recorded an annual average increase of station. The train is only two stops away (20-minute ride) 3.4%. Effective rents, which exclude the value of concessions from North Station in downtown Boston. The City of Lynn offered to prospective tenants, rose by 1.7% during the has been specifically identified as a target area for second quarter to an average of $2,278. During the past four redevelopment and has outlined its proposed area for quarters, positive movement in asking rent was recorded in all redevelopment, which will be designated as the nine of the metro's submarkets. “Downtown Commons”. The location allows for great Net new second quarter household formations in the Boston proximity to employment, retail, and recreational centers of metropolitan area were 5,500. Since the beginning of Q3- Boston through public transportation. 2009, household formations in Boston have averaged 0.8% Carlyle views the investment opportunity as compelling for per year, representing the average annual addition of 14,500 the following reasons: households. This pace of household formations contributed to • Located within the North Shore submarket of the an absorption rate of 551 units during the second quarter, greater Boston MSA which has experienced very while the metro inventory grew by 367 units. As a result, the steady occupancy numbers, is anchored by some of metro average vacancy rate drifted downward by 10 basis the country's premier universities, and attracts young points to 5.0%. Over the last four quarters, market absorption professionals due to strong employment growth; totaled 4,444 units, 15.3% greater than the average annual absorption rate of 3,855 units recorded since the beginning of • Benefits from downtown Lynn location directly across Q3-2009. From an historical perspective, the second quarter the street from the commuter rail station within walking vacancy rate is 0.2% higher than the 4.8% average recorded distance from dining and shopping options; and since the beginning of Q3-2009 (REIS). • Attractive basis in the investment at a discount to Key Events / Recent Updates average land comps. • As of Q2-2019, construction is in progress with expected completion by September 2020.

• In March 2019, the Venture closed on a $64 million construction loan with CIT Bank / Square Mile.

• In Q4-2018, the Venture closed on the acquisition of the site and began excavation and foundation work.

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The Investment Debt Information ($ in thousands, except per unit amount) ($ in thousands) Location Lynn, MA Lender CIT Bank / Square Mile Property Type Multifamily Residential Total Principal Available $ 63,878 Size 259 MF Units Balance Outstanding $ 0 8,629 Retail Rentable SF Interest Rate Spread 3.75% Acquisition Date October 5, 2018 Index LIBOR Acquisition All-In Cost $ 3,071 Maturity Date March 28, 2022 Cost at Completion $ 87,499 Extensions Available (1) Two 1-Year Extensions Cost Per Unit $ 509 (1) First Extension requires payment of 0.15% extension fee, no event of default, Current Asset Valuation $ 14,954 min 6% Debt Yield, max 65% LTV on appraisal. Second Extension requires payment of 0.25% extension fee, no event of default, min 7% Debt Yield, max 65% LTV on appraisal. The current asset valuation increased by 55% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 9,989 94.6% Equity - Procopio 574 5.4% Total Capitalization $ 10,563 100.0% Projected Capital Structure (in thousands) Debt $ 63,820 72.9% Equity - Fund VIII 22,494 25.7% Equity - Procopio 1,185 1.4% Total Capitalization $ 87,499 100.0%

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NRP - Bradenton Bradenton, FL

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Background Tampa, FL Market On July 2, 2018, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents increased (“Carlyle”) and The NRP Group (“NRP”) (collectively, the by 1.3% to an average of $1,147. Mean unit prices in the “Venture”) acquired a 9.21-acre parcel of land (the metro are as follows: studios $899, one bedrooms $997, “Property”) for $7.2 million ($24k/unit). The Venture two bedrooms $1,224, and three bedrooms $1,573. This intends to develop a 302-unit, Class A, four-story, surface- advance extends the market's run of gains to thirty parked apartment community, housed within five separate quarters, during which asking rents have climbed by a total buildings. The unit mix will consist of 131 one-bedroom of 35.1%. Since the beginning of Q3-2009, the metro as a (44%), 155 two-bedroom (51%), and 16 three-bedroom whole has recorded an annual average increase of 3.2%. (5%) units with an average unit size of 1,020 SF. Effective rents, which exclude the value of concessions Additionally, the Property will offer a superior amenity offered to prospective tenants, advanced by 1.4% during package compared to current offerings in Bradenton. the second quarter to an average of $1,092. During the past four quarters, positive movement in asking rent was The Property is located in downtown Bradenton, Florida, recorded in all seventeen of the metro's submarkets. which will provide easy commuting to major employment centers, Sarasota (12 miles), St. Petersburg (25 miles), Net new second quarter household formations in the and Tampa (45 miles). The Property has high visibility from Tampa-St. Petersburg metropolitan area were 6,620. Since its location directly on the Tamiami Trail, a main north- the beginning of Q3-2009, household formations in Tampa- south thoroughfare running from Tampa all the way to St. Petersburg have averaged 1.2% per year, representing Miami. Additionally, the Property is located across the the average annual addition of 14,500 households. This street from the Manatee Memorial Hospital, a 319‐bed pace of household formations contributed to an absorption hospital which employs over 1,500 people and the Champs rate of 440 units during the second quarter, while the metro corporate headquarters which employs over 1,900 people. inventory grew by 670 units. In response, the metro Within one block of the Property are multiple other medical average vacancy rate drifted upward by 10 basis points to practices/facilities as well as a Starbucks, CVS, and Wawa. 4.6%. Over the last four quarters, market absorption totaled 4,559 units, 37.8% greater than the average annual Carlyle views the investment opportunity as compelling for absorption rate of 3,307 units recorded since the beginning the following reasons: of Q3-2009. In a long-term context, the second quarter • Highly visible, central location proximate to demand vacancy rate is 1.1% lower than the 5.7% average drivers; recorded since the beginning of Q3-2009 (REIS). • Attractive cost basis of $179k/unit; Key Events / Recent Updates • Affordable, superior product to competition; and • As of Q2-2019, all buildings have been framed and • Strong submarket multifamily supply/demand dried in; and drywall is installed. fundamentals. • Initial unit deliveries are scheduled for Q3-2019.

The current expected project development timeline is as • The Property will begin pre-leasing efforts with hard follows: hat tours scheduled to begin in Q3-2019. • July 2018: Commence construction; • In Q3-2018, the Venture closed on a $36 million loan • August 2019: Deliver first units and begin leasing; with Synovus Bank.

• March 2020: Complete construction and final CO; and

• February 2021: Complete lease-up and reach stabilization.

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The Investment ($ in thousands, except per unit amount) Location Bradenton, FL Property Type Multifamily Residential Size 302 Units Acquisition Date July 2, 2018 Acquisition All-In Cost $ 8,248 Cost at Completion $ 53,277 Cost Per Unit $ 176,415 Current Asset Valuation $ 25,227

The current asset valuation increased by 54% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 9,238 36.7% Equity - Fund VIII 12,722 50.6% Equity - NRP Group 3,181 12.7% Total Capitalization $ 25,141 100.0% Projected Capital Structure (in thousands) Debt $ 36,387 68.4% Equity - Fund VIII 13,488 25.3% Equity - NRP Group 3,372 6.3% Total Capitalization $ 53,247 100.0% Debt Information ($ in thousands) Lender Synovus Bank Total Principal Available $ 36,387 Balance Outstanding $ 9,238 Interest Rate Spread 3.00% Index LIBOR Maturity Date January 2, 2022 Extensions Available (1) One 18-Month Extension

(1) Extension requires 9.5% Debt Yield on T3 and 15 bps fee.

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NRP - Village at Lewisville Lewisville, TX

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Background  January 2022: Complete lease-up and reach stabilization. On June 28, 2019, Carlyle Realty Partners VIII, L.P. (“Carlyle”), and NRP Group LLC (“NRP”) (collectively, Fort Worth, TX Market the “Venture”) acquired a 33-acre parcel of land for $4.9 During the second quarter of 2019, asking rents increased million ($14k/unit). The Venture intends to develop a by 1.7% to an average of $1,012. Mean unit prices in the three-story, 347-unit, upscale, garden apartment metro are as follows: studios $724, one bedrooms $875, community (the “Property”) in the Lewisville, TX two bedrooms $1,130, and three bedrooms $1,427. This submarket of the Dallas-Fort Worth Metroplex. The unit advance extends the market's streak of gains to thirty- mix will contain 21 studio (6%), 181 one-bedroom (52%), seven quarters, during which asking rents have climbed by 129 two-bedroom (37%), and 16 three-bedroom (5%) a total of 42.2%. Since the beginning of Q3-2009, the units, with an average unit size of 931 SF. metro as a whole has recorded an annual average Located 31 miles northeast of downtown Fort Worth and 24 increase of 3.5%. Effective rents, which exclude the value miles northwest of downtown Dallas, the Property will of concessions offered to prospective tenants, also climbed reside in Lewisville, TX, a suburban Dallas community by 1.7% during the second quarter. The equal rates of bordered by Lake Lewisville to the north, as well as the change indicate that landlords have managed to command Flower Mound and Coppell residential communities to the higher rents without sweetening the relative value of south. It will benefit from excellent drive-by visibility and concessions packages used to attract new renters. During convenient access to Dallas-Fort Worth International the past four quarters, positive movement in asking rent Airport as well as a number of Dallas' fastest growing was recorded in all nine of the metro's submarkets. employment nodes and most active entertainment centers. Net new second quarter household formations in the Fort Carlyle views the investment opportunity as compelling for Worth metropolitan area were 4,920. Since the beginning the following reasons: of Q3-2009, household formations in Fort Worth have averaged 1.6% per year, representing the average annual  Quality suburban location with near proximity to addition of 14,100 households. This pace of household employment; formations contributed to an absorption rate of 755 units  Strong submarket with high barriers to entry; during the second quarter, and total metro stock increased  Attractive cost basis and strong value proposition. The by 949 units due to development activity. As a result, the underwritten rents represent a notable discount metro average vacancy rate drifted upward by 10 basis compared to the competitive set, which should points to 4.3%. Over the last four quarters, market expedite initial leasing upon delivery; and absorption totaled 2,354 units, 20.0% lower than the average annual absorption rate of 2,941 units recorded  Experienced operating partner, The NRP Group, since the beginning of Q3-2009. From a historical which is a full-service developer, general contractor, perspective, the second quarter vacancy rate is 1.7% lower and property manager of multifamily, senior, and than the 6.0% average recorded since the beginning of Q3- student housing throughout the United States. 2009 (REIS). The current expected project development timeline is as Key Events / Recent Updates follows: • In Q2-2019, the Venture closed on a $37 million loan  July 2019: Commence construction; with Comerica Bank.  September 2020: Deliver first units and begin leasing;

 April 2021: Complete construction; and

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The Investment Debt Information ($ in thousands, except per unit amount) ($ in thousands) Location Lewisville, TX Lender Comerica Bank Property Type Multifamily Residential Total Principal Available $ 37,198 Size 347 Units Balance Outstanding $ 1 Acquisition Date June 28, 2019 Interest Rate Spread 2.35% Acquisition All-In Cost $ 9,630 Index LIBOR Cost at Completion $ 56,044 Maturity Date June 26, 2024 Cost Per Unit $ 162 Extensions Available (1) One 1-Year Extension

Current Asset Valuation $ 4,858 (1) Extension requiers a 1.20x DSCR on T3 NOI. Current Capital Structure (in thousands) Debt $ 1 0.0% Equity - Fund VIII 7,524 78.1% Equity - NRP Group 2,105 21.9% Total Capitalization $ 9,630 100.0% Projected Capital Structure (in thousands) Debt $ 37,198 66.3% Equity - Fund VIII 14,738 26.3% Equity - NRP Group 4,124 7.4% Total Capitalization $ 56,060 100.0%

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Olea at Nocatee Ponte Vedra Beach, FL

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Background Jacksonville, FL Market On April 4, 2019, Carlyle Realty Partners VIII, L.P. Asking rents in Florida's most populous city rose by 1.6% (“Carlyle”) and Pollack Shores Real Estate Group during the second quarter of 2019 to an average of $1,055. (“Pollack Shores”) (collectively, the “Venture”) acquired a Mean unit prices in the metro are as follows: studios $757, 7.2-acre parcel of land in the Nocatee submarket of one bedrooms $927, two bedrooms $1,109, and three Jacksonville, FL for $3.3 million. The Venture plans to bedrooms $1,314. This advance extends the market's run develop a 175-unit senior apartment community for a total of gains to eighteen quarters, during which asking rents cost of $34.5 million ($197k/unit). Once developed, the unit have advanced by 21.3%. Since the beginning of Q3-2009, mix will consist of 100 one-bedroom (57%), 67 two- the metro as a whole has recorded an annual average bedroom (38%), and eight three-bedroom (5%) units with a increase of 2.8%. Effective rents, which exclude the value total average size of 966 SF. of concessions offered to prospective tenants, climbed by 1.5% during the second quarter to an average of $1,010. The Property is well-located just off of Nocatee Parkway in During the past four quarters, positive movement in asking the 13,000-acre Nocatee masterplan, 25 miles southeast of rent was recorded in all thirteen of the metro's submarkets. Jacksonville. Nocatee currently offers residents over 95,000 SF across 70 restaurants and businesses and a The second quarter added 3,150 net new households to variety of amenities, including dog parks, greenspace, and the Jacksonville MSA. Since the beginning of Q3-2009, extensive activity planning. At final completion, the household formations in Jacksonville have averaged 1.4% masterplan will contain 12,000 single-family homes, one per year, representing the average annual addition of 7,900 million SF of retail, and four million SF of office. households. This pace of household formations contributed to an absorption rate of 105 units during the second Carlyle views this investment opportunity as compelling for quarter, and total metro stock grew by 306 units due to the following reasons: development activity. As a result, the metro average • Location in the Nocatee masterplan community, the vacancy rate drifted upward by 20 basis points to 5.0%. third best-selling masterplan in the country; Over the last four quarters, market absorption totaled 1,291 • Attractive supply/demand fundamentals with a units, 30.4% lower than the average annual absorption rate projected average occupancy rate of 95%; and of 1,855 units recorded since the beginning of Q3-2009. In a long-term context, the second quarter vacancy rate is • Product optionality, as even though the Property is 2.5% lower than the 7.5% average recorded since the positioned as a senior apartment, the Venture is able beginning of Q3-2009 (REIS). to lease to residents younger than 55 allowing the Venture to convert to conventional multifamily, if Key Events / Recent Updates demand is less than anticipated. • Construction on the Property commenced in May The current expected project development timeline is as 2019. As of June 30, 2019, it is 34% complete in follows: terms of total dollars spent.

• May 2019: Commence construction; • In Q2-2019, the Venture closed on a $22 million loan with Cadence Bank. • August 2020: Deliver first units;

• October 2020: Deliver final units and complete construction; and

• September 2021: Complete lease-up and reach stabilization.

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The Investment Debt Information ($ in thousands, except per unit amount) ($ in thousands) Location Ponte Vedra Beach, FL Lender Cadence Bank Property Type Multifamily Residential Total Principal Available $ 22,035 Size 175 Units Balance Outstanding $ 0 Acquisition Date April 4, 2019 Interest Rate Spread 2.25% Acquisition All-In Cost $ 6,605 Index LIBOR Cost at Completion $ 34,541 Maturity Date April 4, 2023 Cost Per Unit $ 197,381 Extensions Available (1) Two 1-Year Extensions

Current Asset Valuation $ 3,250 (1) First Extension require a min Debt Yield of 9.0% for trailing three months annualized and max LTV of 60%; second Extension requires 9.0% for trailing Current Capital Structure six months annualized and a max LTV of 60%. (in thousands) Debt $ 0 0.0% Equity - Fund VIII 5,945 95.2% Equity - Pollack 297 4.8% Total Capitalization $ 6,242 100.0% Projected Capital Structure (in thousands) Debt $ 22,035 63.4% Equity - Fund VIII 11,426 32.9% Equity - Pollack 1,270 3.7% Total Capitalization $ 34,731 100.0%

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Olea at Viera Melbourne, FL

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Background Viera, FL Market On December 12, 2018, Carlyle Realty Partners VIII, L.P. Viera is a 22,000-acre master planned community, home to (“Carlyle”) and Pollack Shores (“Pollack”) (collectively, shops, restaurants, and golf courses. Since its creation in the “Venture”) acquired a 5.3-acre parcel of land in Viera, 1989, Viera has attracted more than 350 businesses and FL for $2.7 million. The Venture intends to develop a Class approximately 10,000 permanent jobs. Upon build out, A, surface-parked, age-targeted apartment project (the Viera will be home to over 31,000 residential homes and “Property”). Upon completion, the unit mix will consist of nearly three million SF of office space. It boasts top-rated 166 units with 216 parking spaces. The unit mix will contain schools, affluent demographics, and exceptional housing 93 one-bedroom (56%), 50 two-bedroom (30%), and 23 values. three-bedroom (14%) units with an average unit size of 954 The Melbourne submarket is projected to average 96.5% SF. occupancy over and achieve compound annual rent growth The Property is located in Viera, a 22,000-acre master of 6.0% between 2019 and 202 (Claritas). planned community that is home to over 100 shops and Key Events / Recent Updates restaurants, two masterfully-designed golf courses, the Brevard Zoo, Space Coast, and several community parks. • As of June 30, 2019, framing of second floor was Viera is ideally situated between two of the area's largest underway. demand drivers (Port Canaveral to the northeast and The Investment Melbourne to the south) and is within a short drive of major ($ in thousands, except per unit amount) roadways, employment centers, and premier shopping Location Melbourne, FL destinations within Brevard County. The site has easy accessibility to interstate 95, which serves as the primary Property Type Multifamily Residential north/south highway tracking the east coast. Size 166 Units

Carlyle views this investment opportunity as compelling for Acquisition Date December 12, 2018 the following reasons: Acquisition All-In Cost $ 3,723 Cost at Completion $ 35,860 • Prime location within the Viera master planned community; Cost Per Unit $ 216,028 Current Asset Valuation $ 8,808 • Acessibility to all major Florida municipalities, including its nearby major employers along the space The current asset valuation increased by 50% from prior coast and to the northwest in Orlando; and quarter due to construction progress during Q2-2019. • Strong supply and demand fundamentals. Current Capital Structure The current expected project development timeline is as (in thousands) follows: Debt $ 0 0.0% • January 2019: Commence construction; Equity - Fund VIII 8,648 90.0% Equity - Pollack 961 10.0% • June 2020: Deliver first Units; Total Capitalization $ 9,609 100.0% • July 2020: Complete construction; and

• June 2021: Complete lease-up and reach stabilization.

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Projected Capital Structure (in thousands)

Debt $ 22,100 63.9% Equity - Fund VIII 11,244 32.5% Equity - Pollack 1,252 3.6% Total Capitalization $ 34,596 100.0% Debt Information ($ in thousands) Lender TD Bank Total Principal Available $ 22,100 Balance Outstanding $ 0 Interest Rate Spread 2.15% Index LIBOR Maturity Date June 12, 2022 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires a min DSCR of 1.10x and max LTV of 65%. Second extension requires a min DSCR of 1.20x and max LTV of 65%.

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Retreat at Creekside New Braunfels, TX

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Background • Strategic positioning supported by strong demographics, as the property's five-mile trade area is On December 21, 2018, Carlyle Realty Partners VIII, L.P. expected to continue experiencing strong projected (“Carlyle”) and Allied Orion Group (“Allied Orion”) population growth of 10% over the next five years. (collectively, the “Venture”) acquired a 10.1-acre land parcel (the “Property”) for $3.5 million ($13k/unit). The The current expected project development timeline is as Venture intends to develop a 281-unit, Class A, surface- follows: parked, garden apartment community within New • January 2019: Commence construction; Braunfels' Creekside Town Center (San Antonio MSA). Upon completion, the unit mix will contain 147 one- • February 2020: Deliver first units; bedroom (52%), 122 two-bedroom (44%), and 12 three- • July 2020: Complete construction; and bedroom (4%) units, resulting an average unit size of 929 • March 2021: Complete lease-up and reach SF. stabilization. The Property is located approximately 32 miles northeast of San Antonio and 43 miles south of Austin alongside I-35, San Antonio, TX Market the major north-south thoroughfare between Austin and During the second quarter of 2019, asking rents in San San Antonio. Upon completion in 2020, the Property will sit Antonio climbed by 1.1% to an average of $959. Mean unit within Creekside Town Center, a 400+ acre master prices in the metro are as follows: studios $663, one planned, mixed-use development which currently includes bedrooms $833, two bedrooms $1,074, and three over 1 million SF of existing retail space with another 750k bedrooms $1,397. This advance extends the market's run SF queued for further expansion. Due to its central location of gains to thirty-eight quarters, during which asking rents at the heart of the Austin/San Antonio corridor in New have climbed by 37.0%. Since the beginning of Q3-2009, Braunfels, Creekside Town Center is able to generate the metro as a whole has recorded an annual average more than 115k visitors per week. Further, Creekside Town increase of 3.2%. Effective rents, which exclude the value Center is regarded as the best location for multifamily of concessions offered to prospective tenants, climbed by assets within New Braunfels due to its expansive base of 1.2% during the second quarter to an average of $909. life-style amenities and established transit infrastructure During the past four quarters, positive movement in asking which affords residents convenient access to the entire rent was recorded in all eleven of the metro's submarkets. region. As a result, multifamily assets within Creekside The second quarter added 4,150 net new households to Town Center command the highest rents in the entirety of the San Antonio MSA. Since the beginning of Q3-2009, the New Braunfels submarket. Additionally, the Property is household formations in San Antonio have averaged 2.0% located in the Comal Independent School District with per year, representing the average annual addition of access to some of the most sought after schools in the 16,800 households. During the second quarter, absorption district. totaled 683 units, while metro inventory grew by 629 units, Carlyle views this investment opportunity as compelling for and the average vacancy rate remained unchanged at the following reasons: 5.7%. Over the last four quarters, market absorption totaled • Highly desirable location in the San Antonio MSA to sit 3,233 units, 20.2% lower than the average annual within the Creekside Town Center, a 400+ acre absorption rate of 4,051 units recorded since the beginning master planned, mixed-use development; of Q3-2009. From an historical perspective, the second quarter vacancy rate is 1.0% lower than the 6.7% average • Rapid population growth, as New Braunfels was one recorded since the beginning of Q3-2009 (REIS). of the fastest growing cities in the U.S. with approximately 5% annual population growth from 2015 to 2016; and

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Key Events / Recent Updates Debt Information • As of Q2-2019, construction was 15% complete and ($ in thousands) remains within budget. Lender Trustmark National Bank • Construction commenced in January 2019, and first Total Principal Available $ 29,738 units are expected to deliver in February 2020. Balance Outstanding $ 1,760

• In Q4-2018, the Venture closed on a $30 million loan Interest Rate Spread 3.15% with Trustmark National Bank. Index LIBOR Maturity Date July 21, 2022 The Investment Extensions Available (1) One 18-Month Extension

($ in thousands, except per unit amount) (1) Extension requires a 20 bps fee, a min amortizing DSCR of 1.25x and max LTV Location New Braunfels, TX of 70%.

Property Type Multifamily Residential

Size 281 Units Acquisition Date December 21, 2018 Acquisition All-In Cost $ 41,128 Cost at Completion $ 41,229 Cost Per Unit $ 146,724 Current Asset Valuation $ 8,356

The current asset valuation increased by 63% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 1,760 20.5% Equity - Fund VIII 6,499 75.5% Equity - AOG 342 4.0% Total Capitalization $ 8,601 100.0% Projected Capital Structure (in thousands) Debt $ 29,738 72.1% Equity - Fund VIII 10,918 26.5% Equity - AOG 575 1.4% Total Capitalization $ 41,231 100.0%

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Rosery Largo Largo, FL

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Background • September 2020: Complete construction; and On February 22, 2019, Carlyle Realty Partners VIII, L.P. • June 2021: Complete lease-up and reach (“Carlyle”) and Pollack Shores (“Pollack”) (collectively, stabilization. the “Venture”) acquired a 7.88-acre parcel of land (the Tampa, FL Market "Property) located in Largo submarket of St. Petersburg, FL for $5.0million. The Venture intends to develop a 224-unit, During the second quarter of 2019, asking rents increased surface-parked multifamily community. The unit mix will by 1.3% to an average of $1,147. Mean unit prices in the contain 106 one-bedroom (47%), 107 two-bedroom (48%), metro are as follows: studios $899, one bedrooms $997, and 11 three-bedroom (5%) units, with an average unit size two bedrooms $1,224, and three bedrooms $1,573. This of 888 SF. advance extends the market's run of gains to thirty quarters, during which asking rents have climbed by The Property is located on Rosery Road and has quick 35.1%. Since the beginning of Q3-2009, the metro as a access to Missouri Ave, a major north-south thoroughfare whole has recorded an annual average increase of 3.2%. with many major retailers. The Property offers easy access Effective rents, which exclude the value of concessions to Clearwater, Gateway, and St. Petersburg, which are all offered to prospective tenants, advanced by 1.4% during major employment hubs. The Subject is directly east of the second quarter to an average of $1,092. During the Belleview Biltmore Country Club and is approximately four past four quarters, positive movement in asking rent was miles east of the coast. The site also under a mile away recorded in all seventeen of the metro's submarkets. from the major retail center on Missouri Ave including: Walmart Supercenter, Aldi, LA Fitness, other retailers, and Net new second quarter household formations in the restaurants. Tampa-St. Petersburg metropolitan area were 6,620. Since the beginning of Q3-2009, household formations in Tampa- Carlyle views this investment opportunity as compelling for St. Petersburg have averaged 1.2% per year, representing the following reasons: the average annual addition of 14,500 households. This • Excellent location on a major thoroughfare with pace of household formations contributed to an absorption access to major retailers and employment hubs rate of 440 units during the second quarter, while the metro inventory grew by 670 units. In response, the metro • Attractive supply and demand fundamentals with average vacancy rate drifted upward by 10 basis points to projected demand that outpaces supply; and 4.6%. Over the last four quarters, market absorption totaled • Attractive cost basis, which represents a discount to 4,559 units, 38% greater than the average annual recent sale comps. absorption rate of 3,307 units recorded since the beginning The current expected project development timeline is as of Q3-2009. In a long-term context, the second quarter follows: vacancy rate is 1.1% lower than the 5.7% average recorded since the beginning of Q3-2009 (REIS). • March 2019: Commence construction; Key Events / Recent Updates • July 2020: Deliver first units; • As of June 30, 2019, grading was completed; and • September 2020: Complete construction; and underground utilities work had commenced. • June 2021: Complete lease-up and reach • In Q1-2019, site work commenced at the Property. stabilization. • In Q1-2019, the Venture closed on a $25 million loan The current expected project development timeline is as with PNC Bank. follows:

• March 2019: Commence construction;

• July 2020: Deliver first units;

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The Investment ($ in thousands, except per unit amount) Location Largo, FL Property Type Multifamily Residential Size 224 Units Acquisition Date February 22, 2019 Acquisition All-In Cost $ 5,531 Cost at Completion $ 40,509 Cost Per Unit $ 180,845 Current Asset Valuation $ 9,501

The current asset valuation increased by 91% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 7,952 90.0% Equity - Pollack 884 10.0% Total Capitalization $ 8,836 100.0% Projected Capital Structure (in thousands) Debt $ 24,947 61.6% Equity - Fund VIII 14,006 34.6% Equity - Pollack 1,556 3.8% Total Capitalization $ 40,509 100.0% Debt Information ($ in thousands) Lender PNC Bank Total Principal Available $ 24,947 Balance Outstanding $ 0 Interest Rate Spread 2.15% Index LIBOR Maturity Date August 21, 2022 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires a min DSCR of 1.20x and second Extension requires a min DSCR of 1.25x.

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Shiloh Crossing Morrisville, NC

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII 201 June 30, 2019 Update

Background • April 2020: Deliver first units; On July 31, 2018, Carlyle Realty Partners VIII, L.P. • December 2020: Complete construction; and (“Carlyle”) and Dominion Realty Partners (“DRP”) • April 2021: Complete lease-up and reach (collectively, the “Venture”) acquired a 48.32-acre parcel stabilization. of land (the “Property”) located in Morrisville, NC (Raleigh MSA) for $7.35 million ($23k/unit). The Venture intends to Raleigh/Durham, NC Market develop a 318-unit, Class A, three-story, surface-parked During the second quarter of 2019, asking rents rose by apartment community. The unit mix will consist of 174 one- 2.1% to an average of $1,144. Mean unit prices in the bedroom (55%), 135 two-bedroom (42%) and nine three- metro are as follows: studios $990, one bedrooms $1,006, bedroom (3%) units with an average unit size of 920 SF. two bedrooms $1,198, and three bedrooms $1,472. This The Property is located 20 miles west of downtown Raleigh advance extends the market's streak of gains to thirty- in Morrisville, NC within the Cary submarket. Cary is seven quarters, during which asking rents have risen by a characterized by high-end, single-family neighborhoods, total of 43.2%. Since the beginning of Q3-2009, the metro which are anchored by mixed-use commercial centers and as a whole has recorded an annual average increase of parks. The town is consistently recognized as one of the 3.5%. Effective rents, which exclude the value of safest communities in the country, most desirable places to concessions offered to prospective tenants, also increased raise a family, and best places to retire. by 2.1% during the second quarter. The parity in rates of change suggests that landlords have been able to raise Two miles from the Property is the Research Triangle Park rents without also increasing the relative value of (“RTP”), one of the largest research parks in the world, concessions packages offered to new renters. During the spanning 7,000 acres and supporting over 22 million SF of past four quarters, positive movement in asking rent was office space and 50,000 high-tech jobs. RTP is home to recorded in all eleven of the metro's submarkets. more than 200 global companies including IBM, Syngenta Biotechnology, RTI International, BASF, and Cisco. The The second quarter added 4,480 net new households to Property is also proximate to Perimeter Park (3.0 million the Raleigh-Durham MSA. Since the beginning of Q3-2009, SF) and Imperial Center (3.5 million SF), which are home household formations in Raleigh-Durham have averaged to Lenovo, Teleflex, Oracle, Microsoft, Labcorp, and 2.0% per year, representing the average annual addition of ChannelAdvisor, and Weston Parkway (18,000 jobs), which 14,100 households. This pace of household formations includes the global headquarters of SAS, as well as contributed to an absorption rate of 851 units during the significant operations for Metlife, Fidelity Investments, and second quarter, and total metro stock grew by 1,099 units Deutsche Bank. due to development activity. As a result, the metro average vacancy rate drifted upward by 10 basis points to 5.5%. Carlyle views this investment opportunity as compelling for Over the last four quarters, market absorption totaled 4,126 the following reasons: units, 21.9% greater than the average annual absorption • Strategic location with excellent access to key rate of 3,385 units recorded since the beginning of Q3- roadways and major employment centers; 2009. From an historical perspective, the second quarter vacancy rate is 0.1% lower than the 5.6% average • Strong submarket fundamentals with high recorded since the beginning of Q3-2009 (REIS). occupancies and excellent prospects for continued absorption and rent growth; and Key Events / Recent Updates • Strong employment and demographic fundamentals. • In Q2-2019, building pad formation continued, with framing expected to commence in Q3-2019. The current expected project development timeline is as follows:

• July 2018: Commence construction;

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The Investment ($ in thousands, except per unit amount) Location Morrisville, NC Property Type Multifamily Residential Size 318 Units Acquisition Date July 31, 2018 Acquisition All-In Cost $ 7,571 Cost at Completion $ 61,442 Cost Per Unit $ 193,214 Current Asset Valuation $ 21,205

The current asset valuation is consistent with prior quarter. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII (1) 16,854 90.0% Equity - DRP 1,873 10.0% Total Capitalization $ 18,727 100.0%

(1) Equity figure includes a line balance of $4.8M on the Fund’s credit facility. Projected Capital Structure (in thousands) Debt $ 33,927 55.2% Equity - Fund VIII (1) 24,763 40.3% Equity - DRP 2,751 4.5% Total Capitalization $ 61,441 100.0%

(1) Equity figure includes a line balance of $4.8M on the Fund’s credit facility. Debt Information ($ in thousands) Lender First Tennessee Bank Total Principal Available $ 33,927 Balance Outstanding $ 0 Interest Rate Spread 3.25% Index LIBOR Maturity Date July 31, 2023 Extensions Available None

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Slate - Clay Road Houston, TX

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Background Houston, TX Market On August 13, 2018, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents in the most (“Carlyle”) and Slate Real Estate Partners (“Slate”) populous city in the state of Texas climbed by 0.9% to an (collectively, the “Venture”) acquired an 8.47-acre parcel average of $1,099. Mean unit prices in the metro are as of land (the “Property”) located in the Spring Branch follows: studios $811, one bedrooms $954, two bedrooms submarket approximately 18 miles west of Downtown $1,227, and three bedrooms $1,528. This advance extends Houston, TX for $9.0 million. The Venture intends to the market's streak of gains to ten quarters, during which develop a 357-unit, surface-parked, Class A, four-story, asking rents have risen by 11.2%. Since the beginning of elevator-served apartment project. The Property will offer a Q3-2009, the metro as a whole has recorded an annual total of 523 parking spaces (1.5 spaces/unit and 1.1 average increase of 3.6%. Effective rents, which exclude spaces/bed), with 487 surface-parked and 36 garage the value of concessions offered to prospective tenants, spaces. Upon completion, the unit mix will consist of 218 climbed by 1.0% during the second quarter to an average one-bedroom (61%) and 139 two-bedroom (39%) units with of $1,031. Although all of the Houston metropolitan area's an average unit size of 917 SF. twenty-three apartment submarkets contributed to the metro's recent rent growth, it is instructive to observe that The Property is located in the Spring Branch submarket of the 2.7% asking rent growth rate of the past four quarters Houston, a desirable western location that benefits from compares unfavorably to the metro's long term strong renter demand due to its close proximity to major performance. employment and entertainment centers. The Property benefits from convenient access to some of the area’s The second quarter added 12,380 net new households to major highways, with immediate access to surrounding the Houston MSA. Since the beginning of Q3-2009, economic centers and lifestyle attractions, as well as direct household formations in Houston have averaged 2.1% per access to Downtown Houston. Additionally, the Property is year, representing the average annual addition of 46,200 located in one of the highest ranked school districts in households. Demand attributable in part to this pace of Houston area. household formations contributed to the absorption of 1,210 units during the second quarter, while new Carlyle views this investment opportunity as compelling for development added 264 units to the metro inventory; the the following reasons: net effect of absorption and construction dynamics caused • Desirable location with close proximity to major the vacancy rate to drift downward by 20 basis points to employment centers; 5.7%. Over the last four quarters, market absorption totaled • Lower-cost product providing value arbitrage; 7,887 units, 30.1% lower than the average annual absorption rate of 11,285 units recorded since the • Strong submarket demand fundamentals and beginning of Q3-2009. From an historical perspective, the demographics; and second quarter vacancy rate is 1.8% lower than the 7.5% • Favorable supply and demand dynamic in a average recorded since the beginning of Q3-2009 (REIS). rebounding job market. Key Events / Recent Updates The current expected project development timeline is as • As of Q2-2019, construction was approximately 51% follows: complete in terms of dollars spent and remains within • September 2018: Commence construction; budget.

• November 2019: Deliver first units; begin lease-up; • Construction commenced in Q3-2018, and first units are expected to deliver in Q4-2019. • August 2020: Complete construction; and • In Q3-2018, the Venture closed on a $38 million loan • May 2021: Complete lease-up and reach stabilization. with IBC Bank.

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The Investment ($ in thousands, except per unit amount) Location Houston, TX Property Type Multifamily Residential Size 357 Units Acquisition Date August 13, 2018 Acquisition All-In Cost $ 9,483 Cost at Completion $ 57,046 Cost Per Unit $ 159,794 Current Asset Valuation $ 21,013

The current asset valuation increased by 44% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 5,845 26.2% Equity - Fund VIII 15,671 70.1% Equity - Slate REP 825 3.7% Total Capitalization $ 22,341 100.0% Projected Capital Structure (in thousands) Debt $ 38,491 67.5% Equity - Fund VIII 17,627 30.9% Equity - Slate REP 928 1.6% Total Capitalization $ 57,046 100.0% Debt Information ($ in thousands) Lender IBC Bank Total Principal Available $ 38,491 Balance Outstanding $ 5,845 Interest Rate Spread 0.25% Index Prime Maturity Date August 10, 2024 Extensions Available None

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Slate - Cedar Park Cedar Park, TX

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Background • February 2021: Complete lease-up and reach stabilization. On May 22, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Slate Real Estate Partners (“Slate”) In Q2-2018, the Venture closed on a $37 million loan with (collectively, the “Venture”) acquired a 7.2-acre parcel of IBC Bank. land for the development of a Class A, four-story, wood Austin, TX Market frame apartment building (the “Property”) located in Cedar Park, an affluent suburb of Austin, TX for $4.5 Asking rents in the Texas state capital climbed by 1.7% million. Upon completion, the Property will consist of 349 during the second quarter of 2019 to an average of $1,264. units with a 447-space, four-level parking garage and 78 Mean unit prices in the metro are as follows: studios surface parking spaces (1.5 spaces/unit) and 9,642 SF of $1,005, one bedrooms $1,108, two bedrooms $1,427, and amenity space. The unit mix will consist of 226 one- three bedrooms $1,721. This advance extends the market's bedroom (65%) and 123 two-bedroom (35%) units with an streak of gains to ten quarters, during which asking rents average unit size of 899 SF. The Property will enjoy close have advanced by 13.3%. Since the beginning of Q3-2009, proximity and access to major retail, entertainment and the metro as a whole has recorded an annual average employment centers. increase of 3.8%. Effective rents, which exclude the value of concessions offered to prospective tenants, climbed by The Venture believes the Property will be one of the last 1.8% during the second quarter to an average of $1,184. multifamily developments to be approved in the city of During the past four quarters, positive movement in asking Cedar Park. Due to zoning constraints, there are high rent was recorded in all fourteen of the metro's submarkets. barriers to entry that would allow for cost efficient, low- density multifamily development within Cedar Park’s retail Net new second quarter household formations in the Austin core. The only remaining development sites require metropolitan area were 5,730. Since the beginning of Q3- podium parking and large retail components. Additionally, 2009, household formations in Austin have averaged 2.8% there is a lack of high-quality multifamily product available per year, representing the average annual addition of in the surrounding area. A majority of the existing inventory 20,300 households. This pace of household formations in Cedar Park is older surface-parked product without contributed to an absorption rate of 912 units during the access to major thoroughfares or nearby retail and second quarter, while the metro inventory increased by entertainment amenities. 1,152 units. In response, the metro average vacancy rate drifted upward by 10 basis points to 5.9%. Over the last Carlyle views this investment opportunity as compelling for four quarters, market absorption totaled 5,375 units, 8.4% the following reasons: lower than the average annual absorption rate of 5,864 • Good micro-location, with close proximity to a large units recorded since the beginning of Q3-2009. From an concentration of retail and office space; historical perspective, the second quarter vacancy rate is 0.1% lower than the 6.0% average recorded since the • Convenient access to major thoroughfares in Austin; beginning of Q3-2009 (REIS). and

• Attractive low basis, below the adjusted, weighted Key Events / Recent Updates average of the competitive set. • As of June 30, 2019, construction was approximately 51% complete in terms of dollars spent and remains The current expected project development timeline is as within budget. follows: • Construction commenced in Q2-2018, and first units • June 2018: Commence construction; are expected to deliver in Q4-2019. • November 2019: Deliver first units; begin lease-up;

• May 2020: Complete construction; and

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The Investment Debt Information ($ in thousands, except per unit amount) ($ in thousands) Location Cedar Park, TX Lender IBC Bank Property Type Multifamily Residential Total Principal Available $ 37,148 Size 349 Units Balance Outstanding $ 6,981 Acquisition Date May 22, 2018 Interest Rate Spread 0.25% Acquisition All-In Cost $ 5,167 Index Prime Cost at Completion $ 59,182 Interest Rate Floor 3.8% Cost Per Unit $ 169,594 Maturity Date May 21, 2022 Current Asset Valuation $ 23,251 Extensions Available (1) Two 1-Year Extensions

(1) Extensions are subject to construction completion. The current asset valuation increased by 30% from prior quarter due to construction progress during Q2-2019.

Current Capital Structure (in thousands) Debt $ 6,981 25.9% Equity - Fund VIII 18,926 70.4% Equity - Slate REP 996 3.7% Total Capitalization $ 26,903 100.0% Projected Capital Structure (in thousands) Debt $ 37,148 62.7% Equity - Fund VIII 20,932 35.4% Equity - Slate REP 1,102 1.9% Total Capitalization $ 59,182 100.0%

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Solis Berewick Charlotte, NC

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Background Charlotte, NC Market On December 21, 2017, Carlyle Realty Partners VIII, L.P. Asking rents in North Carolina's most populous city climbed (“Carlyle”) and Terwilliger Pappas Multifamily Partners, by 1.5% during the second quarter of 2019 to an average L.L.C. (“Terwilliger” or “TP”) (collectively, the “Venture”) of $1,163. Mean unit prices in the metro are as follows: acquired an 11.35-acre parcel of land for $3.8 million. The studios $920, one bedrooms $1,022, two bedrooms Venture intends to develop a Class A, garden-style $1,224, and three bedrooms $1,443. This advance extends apartment project (the “Property”) located in southwest the market's streak of gains to thirty quarters, during which Charlotte, NC. The Property will consist of 230 units and asking rents have risen by 42.2%. Since the beginning of 345 surface parking spaces (1.5 spaces/unit). The unit mix Q3-2009, the metro as a whole has recorded an annual will be 12 studio (5%), 102 one-bedroom (45%), 104 two- average increase of 3.9%. Effective rents, which exclude bedroom (45%), and 12 three-bedroom (5%) units with an the value of concessions offered to prospective tenants, average unit size of 920 SF. advanced by 1.6% during the second quarter to an average of $1,083. During the past four quarters, positive The Property is located within the master-planned movement in asking rent was recorded in all twelve of the community of Berewick, which has been recognized as one metro's submarkets. of the premier suburban town center communities in greater Charlotte. The Berewick Town Center is anchored The second quarter added 5,120 net new households to by a 53,000 SF Harris Teeter, a Walgreens, and numerous the Charlotte MSASince the beginning of Q3-2009, restaurants, and at full build-out will contain up to 250,000 household formations in Charlotte have averaged 1.8% per SF of retail and office. In addition, the Property is within year, representing the average annual addition of 16,500 walking distance of the recently constructed Charlotte households. This pace of household formations contributed Premium Outlets, providing over 100 retailers. to an absorption rate of 794 units during the second quarter, while the metro inventory increased by 1,008 units. Carlyle views the investment opportunity as compelling for In response, the metro average vacancy rate drifted the following reasons: upward by 10 basis points to 5.8%. Over the last four • Location within the master-planned community of quarters, market absorption totaled 4,897 units, 20.5% Berewick, a premier suburban town center community greater than the average annual absorption rate of 4,062 in greater Charlotte; units recorded since the beginning of Q3-2009. From an • Strong employment and demographic fundamentals; historical perspective, the second quarter vacancy rate is and 0.1% lower than the 5.9% average recorded since the beginning of Q3-2009 (REIS). • Proximity to Charlotte Douglas International Airport which is 15 minutes away and immediately accessible Key Events / Recent Updates from Interstate 485. • As of June 30, 2019, all framing had been completed; In Q4-2017, the Venture closed on a $1.9 million land loan finishes were ongoing; landscaping had begun; and with Synovus Bank. quality control walks had begun in anticipation of delivery. The current expected project development timeline is as follows:

• March 2018: Commence construction;

• August 2019: Deliver first units;

• December 2019: Complete construction; and

• March 2020: Complete lease-up and reach stabilization.

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The Investment

($ in thousands, except per unit amount) Location Charlotte, NC Property Type Multifamily Residential Size 230 Units Acquisition Date December 21, 2017 Acquisition All-In Cost $ 4,047 Cost at Completion $ 36,662 Cost Per Unit $ 159,401 Current Asset Valuation $ 28,906

The current asset valuation increased by 38% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 13,321 50.9% Equity - Fund VIII 12,191 46.6% Equity - TP 642 2.5% Total Capitalization $ 26,154 100.0% Projected Capital Structure (in thousands) Debt $ 23,552 64.2% Equity - Fund VIII 12,455 34.0% Equity - TP 655 1.8% Total Capitalization $ 36,662 100.0% Debt Information ($ in thousands) Lender Synovus Bank Total Principal Available $ 23,552 Balance Outstanding $ 13,321 Interest Rate Spread 3.15% Index LIBOR Maturity Date February 15, 2022 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires 9% Debt Yield and max LTV of 65%. Second Extension requires 9.5% Debt Yield. Both Extensions are subject to a 20 bps extension fee.

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Solis Cary Cary, NC

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Background Raleigh/Durham, NC Market On March 29, 2019, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents rose by (“Carlyle”) and Terwilliger Pappas (“Terwilliger” or “TP”) 2.1% to an average of $1,144. Mean unit prices in the (collectively, the “Venture”) acquired a 12-acre parcel of metro are as follows: studios $990, one bedrooms $1,006, land (the “Property”) located in Cary, NC for $4.0 million two bedrooms $1,198, and three bedrooms $1,472. This ($17k/unit). The Venture intends to develop a 240-unit, four advance extends the market's streak of gains to thirty- and five-story, elevator-served, and surface-parked seven quarters, during which asking rents have risen by multifamily midrise on 10 acres of land. The unit mix will 43.2%. Since the beginning of Q3-2009, the metro as a contain one studio (1%), 133 one-bedroom (55%), 85 two- whole has recorded an annual average increase of 3.5%. bedroom (35%), and 21 three-bedroom (9%) units, with an Effective rents, which exclude the value of concessions average unit size of 1,015 SF. The Venture intends on offered to prospective tenants, also increased by 2.1% selling the two-acre parcel of land. during the second quarter. The parity in rates of change suggests that landlords have been able to raise rents The Property is located in Cary, NC, an affluent bedroom without also increasing the relative value of concessions community 15 miles west of downtown Raleigh with over packages offered to new renters. During the past four 162,000 residents. The city is known for its excellent school quarters, positive movement in asking rent was recorded in system, high-end neighborhoods and overall safety and all eleven of the metro's submarkets. quality of life. Over the last several decades, Cary has emerged as one of the most sought-after submarkets in the The second quarter added 4,480 net new households to Carolinas, and has experienced tremendous population the Raleigh-Durham MSA. Since the beginning of Q3-2009, and employment growth (19% growth from 2010 to 2016). household formations in Raleigh-Durham have averaged In addition to major employers like SAS, Metlife, Fidelity 2.0% per year, representing the average annual addition of and Verizon, Cary's central location provides a short drive 14,100 households. This pace of household formations to all of the Triangle's job centers and amenities. The contributed to an absorption rate of 851 units during the Property further benefits from an excellent micro-location second quarter, and total metro stock grew by 1,099 units within Cary, adjacent to several major retail developments due to development activity. As a result, the metro average and immediately accessible from I-540. vacancy rate drifted upward by 10 basis points to 5.5%. Over the last four quarters, market absorption totaled 4,126 Carlyle views this investment opportunity as compelling for units, 21.9% greater than the average annual absorption the following reasons: rate of 3,385 units recorded since the beginning of Q3- • Strong employment and demographic fundamentals; 2009. From an historical perspective, the second quarter • Excellent location with proximity to employers and vacancy rate is 0.1% lower than the 5.6% average retail amenities; and recorded since the beginning of Q3-2009 (REIS).

• Experienced operating partner, Solis. Key Events / Recent Updates

The current expected project development timeline is as • As of June 30, 2019, clearing, grubbing, and mass follows: grading of the site were completed; and underground utilities have been started. Preparation of stair towers • May 2019: Commence construction; and elevator shaft had also begun in anticipation of • July 2020: Deliver first units; framing to start in Q3-2019.

• March 2021: Complete construction; and • In Q1-2019, the Venture closed on a $32 million construction loan with First National Bank of • June 2021: Complete lease-up and reach Pennsylvania. stabilization.

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The Investment Debt Information ($ in thousands, except per unit amount) ($ in thousands) Location Cary, NC Lender First National Bank of Pennsylvania Property Type Multifamily Residential Total Principal Available $ 32,233 Size 240 Units Balance Outstanding $ 0 Acquisition Date March 29, 2019 Interest Rate Spread 2.50% Acquisition All-In Cost $ 5,894 Index LIBOR Cost at Completion $ 51,080 Maturity Date March 29, 2024 Cost Per Unit $ 212,832 Extensions Available (1) Two 1-Year Extensions

Current Asset Valuation $ 10,750 (1) Extensions require a min DSCR of 1.20x based on the Project's performance during the immediately preceding three month period and a max LTV of 60% per a third-party appraisal. The current asset valuation increased by 104% from prior quarter due to construction progress during Q2-2019. Lender First National Bank of Pennsylvania Current Capital Structure Total Principal Available $ 405 (in thousands) Balance Outstanding $ 405 Debt $ 405 3.8% Interest Rate Spread 2.50% Equity - Fund VIII 9,640 89.7% Index LIBOR Equity - TP 703 6.5% Maturity Date March 29, 2022 Total Capitalization $ 10,748 100.0% Extensions Available None Projected Capital Structure (in thousands) Debt $ 32,638 63.9% Equity - Fund VIII 17,334 33.9% Equity - TP 1,108 2.2% Total Capitalization $ 51,080 100.0%

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Solis Parkview Phase II Chamblee, GA

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Background Atlanta, GA Market On February 28, 2018, Carlyle Realty Partners VIII, L.P. During the second quarter of 2019, asking rents in (“Carlyle”) and Terwilliger Pappas Multifamily Partners, Georgia's state capital and most populous city increased by L.L.C. (“Terwilliger” or “TP”) (collectively, the “Venture”) 1.4% to an average of $1,244. Mean unit prices in the acquired a 3.4-acre parcel of land located in Chamblee, metro are as follows: studios $1,126, one bedrooms GA, a suburb approximately 11 miles northeast of $1,128, two bedrooms $1,290, and three bedrooms downtown Atlanta for $4.4 million. The Venture intends to $1,464. This advance extends the market's streak of gains develop a 200-unit, five-story, Class A multifamily rental to thirty quarters, during which asking rents have risen by property (the “Property”) with approximately 4,500 SF of 45.0%. Since the beginning of Q3-2009, the metro as a ground floor retail and a 339-space five-story parking deck whole has recorded an annual average increase of 3.8%. (284 spaces will be allocated to the residential component) Effective rents, which exclude the value of concessions translating to a 1.4x parking ratio. The residential offered to prospective tenants, climbed by 1.6% during the component will consist of 15 studio (8%), 114 one-bedroom second quarter to an average of $1,168. During the past (57%), 56 two-bedroom (28%), and 15 three-bedroom (7%) four quarters, positive movement in asking rent was units with an average unit size of 996 SF. recorded in all eighteen of the metro's submarkets.

The Property is strategically located in Chamblee within the The second quarter added 10,380 net new households to North DeKalb submarket, which has emerged as a the Atlanta MSA. Since the beginning of Q3-2009, desirable residential location as the path of growth moves household formations in Atlanta have averaged 1.3% per north and east outside of the more expensive, established year, representing the average annual addition of 27,700 markets of Northwest Atlanta and Buckhead. households. This pace of household formations contributed to an absorption rate of 911 units during the second Carlyle views this investment opportunity as compelling for quarter, while the metro inventory increased by 855 units. the following reasons: In response, the metro average vacancy rate drifted • Excellent micro location, adjacent to Keswick Park downward by 10 basis points to 4.8%. Over the last four and within walking distance to a newly developed quarters, market absorption totaled 8,657 units, 12.8% Whole Foods; greater than the average annual absorption rate of 7,674 • Strong submarket fundamentals with excellent units recorded since the beginning of Q3-2009. In a long- prospects for continued absorption and rent growth; term context, the second quarter vacancy rate is 1.8% lower than the 6.6% average recorded since the beginning • Strong employment and demographic fundamentals; of Q3-2009 (REIS). and Key Events / Recent Updates • Experienced operating partner. • As of June 30, 2019, framing was 90% complete; The current expected project development timeline is as dried-in finishes at two buildings were ongoing; and follows: exterior skins were 40% complete. • April 2018: Commence construction; • In Q1-2019, the parking garage was complete. • December 2019: Deliver first units;

• May 2020: Complete construction; and

• September 2020: Complete lease-up and reach stabilization.

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The Investment Debt Information ($ in thousands, except per unit amount) ($ in thousands) Location Chamblee, GA Lender Regions Bank Property Type Multifamily Residential Total Principal Available $ 33,025 Size 200 Units Balance Outstanding $ 6,863 Acquisition Date February 28, 2018 Interest Rate Spread 3.50% Acquisition All-In Cost $ 7,110 Index LIBOR Cost at Completion $ 52,390 Maturity Date February 28, 2021 Cost Per Unit $ 261,948 Extensions Available (1) Two 1-Year Extensions

Current Asset Valuation $ 29,517 (1) First Extension requires a 1.15x DSCR. Second Extension requires a 1.25x DSCR. The current asset valuation increased by 40% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 6,863 27.7% Equity - Fund VIII 17,025 68.7% Equity - TP 896 3.6% Total Capitalization $ 24,784 100.0% Projected Capital Structure (in thousands) Debt $ 33,025 63.0% Equity - Fund VIII 18,396 35.1% Equity - TP 968 1.9% Total Capitalization $ 52,389 100.0%

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Solis Town Center Phase II Suwanee, GA

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Background • August 2021: Complete lease-up and reach stabilization. On March 22, 2019, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Terwilliger Pappas (“Terwilliger” or “TP”) Atlanta, GA Market (collectively, the “Venture”) acquired a nine-acre parcel of During the second quarter of 2019, asking rents in land (the “Property”) located in the North Gwinnett Georgia's state capital and most populous city increased by submarket of Atlanta, GA for $1.1 million. The Venture 1.4% to an average of $1,244. Mean unit prices in the intends to develop Solis Town Center Phase II, a 242-unit, metro are as follows: studios $1,126, one bedrooms Class A, garden apartment community. The unit mix will $1,128, two bedrooms $1,290, and three bedrooms contain 24 studio (10%), 111 one-bedroom (46%), 89 two- $1,464. This advance extends the market's streak of gains bedroom (37%), nine three-bedroom (4%), and nine three- to thirty quarters, during which asking rents have risen by bedroom loft (4%) units with an average unit size of 970 45.0%. Since the beginning of Q3-2009, the metro as a SF. whole has recorded an annual average increase of 3.8%. The Property is positioned alongside Buford Highway in Effective rents, which exclude the value of concessions Suwanee, GA, an affluent community located 28 miles offered to prospective tenants, climbed by 1.6% during the northwest of downtown Atlanta. It is located within five second quarter to an average of $1,168. During the past miles from the Northern Gwinnett office corridor, which is four quarters, positive movement in asking rent was host to multiple Fortune 500 companies, and nearby to the recorded in all eighteen of the metro's submarkets. North Fulton/Suwanee office market, featuring over 24 The second quarter added 10,380 net new households to million SF of office space and 150,000 jobs. Future the Atlanta MSA. Since the beginning of Q3-2009, residents of the Property will benefit from convenient household formations in Atlanta have averaged 1.3% per access to a number of best-in-class suburban lifestyle year, representing the average annual addition of 27,700 amenities, such as Town Center Park (25 acres; second households. This pace of household formations contributed largest in MSA) and Suwanee Town Center, which includes to an absorption rate of 911 units during the second over 100k SF of retail space, 87k SF of office and a 1,000- quarter, while the metro inventory increased by 855 units. seat amphitheater. In addition, the Property will sit adjacent In response, the metro average vacancy rate drifted to Solis Town Center Phase I, which is another Carlyle -TP downward by 10 basis points to 4.8%. Over the last four joint venture. quarters, market absorption totaled 8,657 units, 12.8% Carlyle views this investment opportunity as compelling for greater than the average annual absorption rate of 7,674 the following reasons: units recorded since the beginning of Q3-2009. In a long- term context, the second quarter vacancy rate is 1.8% • Excellent location as the Property is strategically lower than the 6.6% average recorded since the beginning located adjacent to the Suwanee Town Center which of Q3-2009 (REIS). functions as Suwanee's “front yard”;

• Strong employment and population growth Key Events / Recent Updates fundamentals; and • As of June 30, 2019, site work utilities and site walls construction are in process. • Experienced Partner.

The current expected project development timeline is as follows:

• April 2019: Commence construction;

• September 2020: Deliver first units;

• June 2021: Complete construction; and

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The Investment ($ in thousands, except per unit amount) Location Suwanee, GA Property Type Multifamily Residential Size 242 Units Acquisition Date March 22, 2019 Acquisition All-In Cost $ 2,579 Cost at Completion $ 51,618 Cost Per Unit $ 213,298 Current Asset Valuation $ 3,030

The current asset valuation increased by 162% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 2,959 95.0% Equity - TP 156 5.0% Total Capitalization $ 3,115 100.0% Projected Capital Structure (in thousands) Debt $ 32,376 62.7% Equity - Fund VIII 18,280 35.4% Equity - TP 962 1.9% Total Capitalization $ 51,618 100.0% Debt Information ($ in thousands) Lender Cadence Bank Total Principal Available $ 32,013 Balance Outstanding $ 0 Interest Rate Spread 2.50% Index LIBOR Maturity Date March 22, 2023 Extensions Available (1) Two 1-Year Extensions

(1) Extensions require a min Debt Yield of 9.0%, a max LTV of 62.5% per an appraisal, and an extension fee of 0.20%.

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StreetLights - Frisco III Frisco, TX

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Background 2018 and 2035 and historical annual job growth of 6% over the last seven years; On December 5, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and StreetLights Residential (“StreetLights”) • Experienced, best-in-class operating partner known as (collectively, the “Venture”) acquired a 9.4-acre parcel of one of the preeminent developers in TX; and land in the DFW submarket of Frisco, TX (the “Property”) • Minimal cost risk, as the Property was shovel-ready for $7.2 million, or $20k/unit. The Venture plans to develop with an executed GMP in-place at closing. a 358-unit, Class A multifamily community in a four-story mid-rise wrap building with 524 structured parking spaces The current expected project development timeline is as (1.46 spaces/unit). Once developed, the unit mix will follows: consist of 16 studio (5%), 193 one-bedroom (54%), 124 • December 2018: Commence construction; two-bedroom (35%), 15 three-bedroom (4%), and 10 • November 2020: Deliver first units; detached townhome (2%) units with an average unit size of 975 SF and approximately 10,000 SF of shared community • December 2020: Final closing of townhome lot sales; amenity space. • August 2021: Deliver final units / substantial Additionally, the Venture plans to create 42 pad-ready completion; and townhome lots for $3.0 million ($73k/lot) and sell those lots • December 2021: Complete lease-up and achieve over a pre-negotiated schedule of 20 months to CB Jeni stabilization. (DFW townhome builder) for $4.2 million ($99k/lot), which consists of a $90k/lot base price; $5k/lot impact fee; and Dallas, TX Market additional consideration at the rate of 5% per annum from During the second quarter of 2019, asking rents rose by the lot's substantial completion date to its closing. 2.2% to an average of $1,456, a level surpassed only by Situated within the master-planned Canals at Grand Park two of the metro's twenty-four submarkets: Central Dallas development, the Property is strategically located west of ($2,372) and Oaklawn ($1,935). Mean unit prices in the the Dallas North Tollway, which provides convenient and submarket are as follows: studios $1,134, one bedrooms immediate access to employment centers (such as Legacy $1,250, two bedrooms $1,603, and three bedrooms West, which is experiencing tremendous growth due to $2,088. Over the past four quarters, asking rents have large corporate relocations) and retail and entertainment increased a total of 6.4%, up from $1,369. The (Grandscape Development, Frisco Bridges The Shops at Plano/Allen/McKinney submarket's current asking rent Legacy, Legacy Town Center, and Toyota Stadium). levels and growth rates compare favorably to the metro's averages of $1,227 and 1.3%. Effective rents, which take Carlyle views this investment opportunity as compelling for into account concessions offered to new lessees, the following reasons: increased more slowly, up by 2.0% during the second • Unique micro location, since the Property is situated quarter. within the Canals at Grand Park master development, Net new household formations in Dallas were 9,600 during which includes three phases of multifamily, single the second quarter. Since the beginning of Q3-2009, family homes, and a premium amenity center, household formations in Dallas have averaged 1.8% per Founders Hall; year, representing the average annual addition of 30,200 • Compelling submarket demographics, with average households. Over the same time period, the metro incomes of $165k and median housing values of over experienced an average annual absorption rate of 12,039 $410k within a one-mile radius of the Property; units. During the second quarter, metropolitan absorption • Strong population and job growth market, with 4% totaled 2,860 units, of which the Plano/Allen/McKinney average annual population growth projected between submarket captured 972 units, the highest level of absorption among Dallas's twenty-four submarkets.

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The effect of this demand was somewhat balanced by a Current Capital Structure growth in supply, as developers added a net total of 1,079 (in thousands) units to the competitive submarket stock, 32.0% of the Debt (1) $ 1,903 8.6% 3,376 units introduced to Dallas during the second quarter. Over the last four quarters, submarket absorption totaled Equity - Fund VIII 19,192 86.6% 2,365 units, 5.6% greater than the average annual Equity - StreetLights 1,070 4.8% absorption rate of 2,239 units recorded since the beginning Total Capitalization $ 22,165 100.0%

of Q3-2009. As a result of the supply and demand (1) Debt figure includes a capitalization adjustment of $1.9M. dynamics during the second quarter, the submarket's Projected Capital Structure average vacancy rate remained unchanged, which is 1.2% (in thousands) higher than the long-term average, and 1.8 percentage Debt (1) $ 57,238 65.4% points higher than the current metro average (REIS). Equity - Fund VIII 28,829 32.9% Key Events / Recent Updates Equity - StreetLights 1,476 1.7% • As of Q2-2019, the buyout is 95% complete; and Total Capitalization $ 87,543 100.0%

vertical construction of the parking garage is (1) Debt figure includes a capitalization adjustment of $1.9M. underway. Debt Information • Construction commenced in Q4-2018. ($ in thousands) • In Q4-2018, the Venture closed on a $55 million loan Lender SunTrust with SunTrust. Total Principal Available $ 55,335 The Investment Balance Outstanding $ 0 ($ in thousands, except per unit amount) Interest Rate Spread 2.35% Location Frisco, TX Index LIBOR Property Type Multifamily Residential Maturity Date May 5, 2022 Extensions Available (1) Two 1-Year Extensions

Size 358 Units (1) First Extension is a subject to a 1.00x min DSCR, max LTV of 60%, and Acquisition Date December 5, 2018 extension fee of 15 bps at first extensions date (initial maturity). Second Extension is a subject to a 1.25x min DSCR, max LTV of 60%, and extension fee Acquisition All-In Cost $ 13,693 of 15 bps at second extension date. Cost at Completion $ 85,574 Cost Per Unit $ 239,033 Current Asset Valuation $ 17,904

The current asset valuation increased by 54% from prior quarter due to construction progress during Q2-2019.

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StreetLights - The Kathryn Frisco, TX

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Background submarket are as follows: studios $1,134, one bedrooms $1,250, two bedrooms $1,603, and three bedrooms On March 26, 2019, Carlyle Realty Partners VIII, L.P. $2,088. Over the past four quarters, asking rents have (“Carlyle”) and StreetLights Residential ("StreetLights") increased 6.4%, up from $1,369. The (collectively, the "Venture") acquired a 365-unit, Class A, Plano/Allen/McKinney submarket's current asking rent multifamily property (the "Property") located in Frisco, TX levels and growth rates compare favorably to the metro's for $71 million ($194k/unit). The newly built Property averages of $1,227 and 1.3%. Effective rents, which take consists of 280 flats within three-story garden style into account concessions offered to new lessees, buildings and 85 townhome units featuring 592 surface increased more slowly, up by 2.0% during the second parking spaces (1.6 spaces/unit). Upon completion, the unit quarter. mix will contain 12 studio (3%), 165 one-bedroom (45%), 103 two-bedroom (28%), 79 three-bedroom townhome Net new household formations in Dallas were 9,600 during (22%), and six four-bedroom townhome (2%) units with an the second quarter. Since the beginning of Q3-2009, average unit size of 869 SF. household formations in Dallas have averaged 1.8% per year, representing the average annual addition of 30,200 Situated within the master-planned Canals at Grand Park households. Over the same time period, the metro development, the 365-unit Property is strategically located experienced an average annual absorption rate of 12,039 west of the Dallas North Tollway, which provides units. During the second quarter, metropolitan absorption convenient and immediate access to the employment totaled 2,860 units, of which the Plano/Allen/McKinney centers (such as Legacy West, which is experiencing submarket captured 972 units, the highest level of tremendous growth due to large corporate relocations), and absorption among Dallas's twenty-four submarkets. The retail and entertainment (Grandscape Development, Frisco effect of this demand was somewhat balanced by a growth Bridges The Shops at Legacy, Legacy Town Center, and in supply, as developers added a net total of 1,079 units to Toyota Stadium). the competitive submarket stock, 32.0% of the 3,376 units Carlyle views this investment opportunity as compelling for introduced to Dallas during the second quarter. Over the the following reasons: last four quarters, submarket absorption totaled 2,365 • Excellent suburban location 25 miles north of Dallas units, 5.6% greater than the average annual absorption CBD and proximate to the Dallas North Tollway, which rate of 2,239 units recorded since the beginning of Q3- is one of the metro's major north/south thoroughfares; 2009. As a result of the supply and demand dynamics during the second quarter, the submarket's average • Location in Frisco, which is ranked #1 on Money's vacancy rate remained unchanged, which is 1.2% higher 2018 Best Places to Live report and is the fastest than the long-term average, and 1.8 percentage points growing city in the nation reflecting 7% year-over-year higher than the current metro average (REIS). estimated growth; Key Events / Recent Updates • Top population, job, and demographic trends with high average household incomes and median housing • As of June 30, 2019, occupancy at the Property was values; and 93%, as compared to 85% as of March 31, 2019.

• Opportunistic acquisition from distressed seller, Tricon • In Q1-2019, the Venture closed on a $51 million loan Capital Group. with Invesco. Dallas, TX Market During the second quarter of 2019, asking rents rose by 2.2% to an average of $1,456, a level surpassed only by two of the metro's twenty-four submarkets: Central Dallas ($2,372) and Oaklawn ($1,935). Mean unit prices in the

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The Investment Investment Performance ($ in thousands, except per unit amount) ($ in thousands) Location Frisco, TX March 26, 2019 to June 30, 2019 Property Type Multifamily Residential Actual Budget Variance Size 365 Units Revenues $ 1,594 $ 1,471 $ 123 Acquisition Date March 26, 2019 Expenses 830 806 (24) Acquisition All-In Cost $ 72,089 NOI 764 665 99 Cost at Completion $ 72,877 Non-Operating Expenses 12 14 2 Cost Per Unit $ 199,663 Debt Service 745 614 (131) Occupancy 93% Cash Flow $ 7 $ 37 $ (30) Current Asset Valuation $ 72,954 NOI variance is due to higher-than-budgeted occupancy. The current asset valuation is consistent with prior quarter. Debt Service variance relates to difference in budgeted LIBOR. Capital Structure (in thousands) Debt $ 51,000 70.0% Equity - Fund VIII 20,780 28.5% Equity - StreetLights 1,097 1.5% Total Capitalization $ 72,877 100.0% Debt Information ($ in thousands) Lender Invesco Total Principal Available $ 51,000 Balance Outstanding $ 51,000 Interest Rate Spread 2.40% Index LIBOR Interest Rate Floor 4.6% Maturity Date April 9, 2022 Extensions Available (1) Two 1-Year Extensions

(1) First Extension has no financial requirements. Second Extension requires min Debt Yield of 7.00% and a max LTV of 72%.

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StreetLights - Viridian Town Center Euless, TX

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Background Effective rents, which exclude the value of concessions offered to prospective tenants, also increased by 1.3% On June 7, 2019, Carlyle Realty Partners VIII, L.P. during the second quarter. The parity in rates of change (“Carlyle”) and StreetLights Residential (“StreetLights”) suggests that landlords have been able to raise rents (collectively, the “Venture”) acquired an 8-acre parcel of without also increasing the relative value of concessions land (the “Property”) in the Viridian master-planned packages offered to new renters. Positive movement in community in DFW (Dallas/Fort Worth) for $4.3 million asking rent was recorded in twenty-three of the metro's ($13k/unit). The Venture plans to develop a 340-unit, Class twenty-four submarkets over the past four A multifamily community in a four-story mid-rise wrap quarters. building with 457 parking spaces (1.34 spaces/unit). Once developed, the unit mix will consist of 12 studio (4%), 213 The second quarter added 9,600 net new households to one-bedroom (63%), 97 two-bedroom (29%), and 18 three- the Dallas MSA. Since the beginning of Q3-2009, bedroom (5%) units with an average unit size of 934 SF. household formations in Dallas have averaged 1.8% per year, representing the average annual addition of 30,200 The Project is situated within The Viridian master-planned households. This pace of household formations contributed community, boasting a 2,000-acre master plan that to an absorption rate of 2,860 units during the second includes five major lakes, 500 acres of open space and an quarter, and total metro stock grew by 3,376 units due to additional 500 acres of lakes, rivers, streams, and development activity. As a result, the metro average wetlands. The Property provides convenient access to vacancy rate drifted upward by 10 basis points to 5.8%. employment nodes due to its location near the intersection Over the last four quarters, market absorption totaled of I-30 and Highway 360 and located within the highly-rated 12,171 units, 1.1% greater than the average annual Hurst-Bedford-Euless Independent School District. absorption rate of 12,039 units recorded since the Carlyle views this investment opportunity as compelling for beginning of Q3-2009. From an historical perspective, the the following reasons: second quarter vacancy rate is 0.1% lower than the 5.9% • Unique offering of master-planned community in average recorded since the beginning of Q3-2009 excellent suburban location; (REIS).

• Compelling market demographics, with average Key Events / Recent Updates incomes of $75k and the number of renter-households • In Q2-2019, the Venture closed on a $44 million loan expected to grow by a 2.8% CAGR over the next five with Trustmark National Bank. years within a five-mile radius of the Property; The Investment • Experienced partner with vertically-integrated services ($ in thousands, except per unit amount) and over 25 projects either completed, in process or projected since the company's inception, totaling $2.2 Location Euless, TX billion of capitalization. Property Type Multifamily Residential Size 340 Units Dallas, TX Market Acquisition Date June 7, 2019 Asking rents climbed by 1.3% during the second quarter of Acquisition All-In Cost $ 9,163 2019 to an average of $1,227. Mean unit prices in the Cost at Completion $ 69,422 metro are as follows: studios $945, one bedrooms $1,061, two bedrooms $1,380, and three bedrooms $1,798. This Cost Per Unit $ 204,182 advance extends the market's run of gains to thirty-eight Current Asset Valuation $ 4,096 quarters, during which asking rents have advanced by 50.8%. Since the beginning of Q3-2009, the metro as a whole has recorded an annual average increase of 4.1%.

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Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 4,522 95.2% Equity - StreetLights 226 4.8% Total Capitalization $ 4,748 100.0% Projected Capital Structure (in thousands) Debt $ 44,330 63.9% Equity - Fund VIII 23,831 34.3% Equity - StreetLights 1,241 1.8% Total Capitalization $ 69,402 100.0% Debt Information ($ in thousands) Lender Trustmark National Bank Total Principal Available $ 44,330 Balance Outstanding $ 0 Interest Rate Spread 2.35% Index LIBOR Maturity Date November 30, 2022 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires max LTV of 65% with a DSCR of 1.15x to 1.00x. Second Extension requires max LTV of 65% with a DSCR of 1.25x to 1.00x.

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The Jameson Fort Worth, TX

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Background • June 2021: Complete construction; and On June 25, 2019, Carlyle Realty Partners VIII, L.P. • December 2021: Complete lease-up and reach (“Carlyle”) and Stonehawk Capital Partners, L.L.C. stabilization. (“Stonehawk”) (collectively, the “Venture”) acquired a 9.7- Fort Worth, TX Market acre parcel of land (the “Property”) located near downtown Fort Worth, TX for $7.4million ($21k/unit). Stonehawk During the second quarter of 2019, asking rents increased contributed the Property to the Venture with the intent to by 1.7% to an average of $1,012. Mean unit prices in the develop a 355-unit, four-story, surface-parked apartment metro are as follows: studios $724, one bedrooms $875, complex. Upon completion, the unit mix will contain 44 two bedrooms $1,130, and three bedrooms $1,427. This studio (13%), 214 one-bedroom (60%), and 97 two- advance extends the market's streak of gains to thirty- bedroom (27%) units with an average unit size of 848 SF. seven quarters, during which asking rents have climbed by 42.2%. Since the beginning of Q3-2009, the metro as a The Property is located less than one mile north of whole has recorded an annual average increase of 3.5%. downtown Fort Worth on the northwestern corner of Pharr Effective rents, which exclude the value of concessions and North Hampton Street intersection and offers offered to prospective tenants, also climbed by 1.7% during convenient access to major employment hubs, medical the second quarter. The equal rates of change indicate that facilities, and dining and entertainment venues. The landlords have managed to command higher rents without Property is located 0.5 mile from the I-35W and Highway sweetening the relative value of concessions packages 121 intersection and 1.7 miles from the I-30 and I-35 used to attract new renters. During the past four quarters, intersection, providing residents quick access to the area’s positive movement in asking rent was recorded in all nine main transportation thoroughfares. It is also located 2.5 of the metro's submarkets. miles from Fort Worth Medical District. These areas employ over 90k people in several top industries including financial Net new second quarter household formations in the Fort services, technology, oil and natural gas, construction, Worth metropolitan area were 4,920. Since the beginning education and health services. of Q3-2009, household formations in Fort Worth have averaged 1.6% per year, representing the average annual Carlyle views the investment opportunity as compelling for addition of 14,100 households. This pace of household the following reasons: formations contributed to an absorption rate of 755 units • Strategic location supported by strong demographics; during the second quarter, and total metro stock increased by 949 units due to development activity. As a result, the • Strong market fundamentals with healthy job growth metro average vacancy rate drifted upward by 10 basis and low unemployment compared to the national points to 4.3%. Over the last four quarters, market average; absorption totaled 2,354 units, 20.0% lower than the • Favorable supply and demand dynamic, with average annual absorption rate of 2,941 units recorded submarket occupancy and rent growth above the since the beginning of Q3-2009. From an historical national average; and perspective, the second quarter vacancy rate is 1.7% lower • Attractive basis at $165k/unit, which is well below than the 6.0% average recorded since the beginning of Q3- comparable properties. 2009 (REIS).

The current expected project development timeline is as Key Events / Recent Updates follows: • Construction commenced in August 2019, and first • July 2019: Commence construction; units are expected to deliver in Q3-2020.

• September 2020: Deliver first units and begin lease- • As of Q2-2019, construction was approximately 17% up; complete in terms of dollars spent.

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• In Q2-2019, the Venture closed on a $37 million loan with Southside Bank. The Investment ($ in thousands, except per unit amount) Location Fort Worth, TX Property Type Multifamily Residential Size 355 Units Acquisition Date June 25, 2019 Acquisition All-In Cost $ 7,954 Cost at Completion $ 58,443 Cost Per Unit $ 164,630 Current Asset Valuation $ 7,409 Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 8,257 90.0% Equity - Stonehawk 917 10.0% Total Capitalization $ 9,174 100.0% Projected Capital Structure (in thousands) Debt $ 37,941 64.9% Equity - Fund VIII 18,452 31.6% Equity - Stonehawk 2,050 3.5% Total Capitalization $ 58,443 100.0% Debt Information ($ in thousands) Lender Southside Bank Total Principal Available $ 37,011 Balance Outstanding $ 0 Interest Rate Spread 2.25% Index LIBOR Maturity Date June 24, 2023 Extensions Available (1) Two 1-Year Extensions

(1) Extensions are subject to (i) construction completion; (ii) min DSCR of 1.20x; and (iii) max LTV of 65%.

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Wall Street Lofts Midland, TX

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Background Midland, TX Market On October 10, 2018, Carlyle Realty Partners VIII, L.P. According to the Bureau of Labor and Statistics, as of May (“Carlyle”) and StoneHawk Capital Partners, L.L.C. 2019, employment in the Midland MSA totaled 104,800. (“StoneHawk”) (collectively, the “Venture”) acquired an Midland has added a total of 2,550 jobs over the past 12 existing 108-unit, four-story mid-rise, Class A apartment months (2.3%) and a total of 22,600 jobs since the trough community (the “Property”) located in Downtown Midland, in June 2016. As oil and gas activity continues to pick up in TX, within the Permian Basin oil deposit for $18.5 million the Permian Basin, Midland is expected to continue to add ($172k/unit). Developed in 2014 by RTG Capital, the jobs. Prior to the decrease in oil prices in 2014, total Property's unit mix contains 90 one-bedroom (83%) and 18 employment in Midland peaked at 98,500 jobs. Coming out two-bedroom (17%) units, with an average unit size of 781 of the recession and compounded by the fracking boom the SF. The Property also contains three retail spaces that are Permian, Midland added a total of 30,200 jobs between 100% leased. 2009 and 2014 (approximately 6,000 per year), which translates to an annual growth rate of 7.6% (Bureau of The Property is located in in the heart of Midland with a Labor and Statistics). centralized location and convenient access across the Midland metro area. This is unique in Downtown Midland Key Events / Recent Updates as most other Class A multifamily are located 10 to 15 • As of June 30, 2019, occupancy at the Property minutes from downtown. Less than two miles away from I- stayed flat from prior quarter at 95%. 20, the Property sits at the northeast corner of the intersection of North Main and East Wall Streets, both of • For Q2-2019, new and renewal lease growth at the which are main corridors in Downtown Midland. Given its Property both averaged 20%. downtown location, the Property is within close proximity to The Investment major oil and gas employers including Chevron (800 ($ in thousands, except per unit amount) employees), Occidental Petroleum (600 employees), Pioneer Natural Resources (550 employees), Anadarko Location Midland, TX Petroleum (200 employees), Apache Corporation, and Property Type Multifamily Residential Conoco Philips. A new $42.8 million convention center is Size 108 MF Units currently under construction (summer of 2019 completion 5,203 Retail Rentable SF of 75k SF anticipated) directly to the west of the property Acquisition Date October 10, 2018 and is expected to host weekly events once operational. Acquisition All-In Cost $ 19,316

Carlyle views this investment opportunity as compelling for Cost at Completion $ 19,103 the following reasons: Cost Per Unit $ 176,880 Occupancy 95% • Location within the Permian Basin in the central part of Midland, TX within close proximity to major oil and Current Asset Valuation $ 19,805 gas employers; The current asset valuation is consistent with prior quarter. • Pent-up demand, as exhibited by the Property's high Capital Structure occupancy and a reported wait-list; and (in thousands) • Strong demand drivers with mineral acquisitions in the Debt $ 10,800 58.4% area totaling $35 billion in 2017 and representing Equity - Fund VIII (1) 6,845 37.0% roughly one quarter of the total spent by the oil and gas industry worldwide. Equity - Stonehawk 842 4.6% Total Capitalization $ 18,487 100.0%

(1) Equity figure includes a line balance of $1.1M on the Fund’s credit facility.

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Debt Information ($ in thousands) Lender Freddie Mac Total Principal Available $ 10,800 Balance Outstanding $ 10,800 Interest Rate Spread 1.88% Index LIBOR Maturity Date November 1, 2028 Extensions Available None Investment Performance ($ in thousands) January 1, 2019 to June 30, 2019 Actual Budget Variance Revenues $ 1,414 $ 1,176 $ 238 Expenses 548 576 28 NOI 866 600 266 Non-Operating Expenses 9 28 19 Debt Service 237 237 0 CapEx 40 162 122 Cash Flow $ 580 $ 173 $ 407

Revenues variance is due to higher-than-budgeted in-place rent and occupancy. Non-Operating Expenses variance is due to lower-than-projected venture costs. CapEx variance is due to timing and is expected to normalize over the course of the project.

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Woodford on Mockingbird Midland, TX

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Background Midland, TX Market On January 19, 2018, Carlyle Realty Partners VIII, L.P. According to the Bureau of Labor and Statistics, as of May (“Carlyle”) and Stonehawk Capital Partners, L.L.C. 2019, employment in the Midland MSA totaled 104,800. (“Stonehawk”) (collectively, the “Venture”) acquired a Midland has added a total of 2,550 jobs over the past 12 17.6-acre parcel of land (the “Property”) located in months (2.3%) and a total of 22,600 jobs since the trough Midland, TX for $3.0 million. The Venture plans to develop in June 2016. As oil and gas activity continues to pick up in a 362-unit, three-story, garden-style, Class A apartment the Permian Basin, Midland is expected to continue to add community. The unit mix will contain 218 one-bedroom jobs. Prior to the decrease in oil prices in 2014, total (60%), 108 two-bedroom (30%), and 36 three-bedroom employment in Midland peaked at 98,500 jobs. Coming out (10%) units, with an average unit size of 877 SF. of the recession and compounded by the fracking boom the Permian, Midland added a total of 30,200 jobs between The Property will be the first multifamily project to deliver in 2009 and 2014 (approximately 6,000 per year), which Midland since The Oasis at Pavilion Park, an investment in translates to an annual growth rate of 7.6% (Bureau of Carlyle Realty Partners VI. Existing zoning and access to Labor and Statistics). existing utility infrastructure will allow the Venture to fast- track to construction start in early 2018. Additionally, the Key Events / Recent Updates high cost to bring water and sewer lines to a site makes it • As of June 30, 2019, occupancy was 36%, as difficult for many vacant sites to be considered compared to occupancy of 11% as of March 31, 2019. development opportunities. • As of Q2-2019, construction was approximately 84% Carlyle views this investment opportunity as compelling for complete in terms of dollars spent and remains within the following reasons: budget. • Location within close proximity to major oil and gas • Construction commenced in Q1-2018, and first units employers; delivered in Q1-2019. • Strong demographics, with a household income average of $113k within a one-mile radius, and The Investment population growth of 21% over the last seven years; ($ in thousands, except per unit amount) Location Midland, TX • Limited supply in the immediate submarket, allowing the property to deliver with little competition; and Property Type Multifamily Residential Size 362 Units • Attractive total basis at a significant discount to recent Acquisition Date January 19, 2018 trades in the market. Acquisition All-In Cost $ 4,866 The current expected project development timeline is as Cost at Completion $ 52,853 follows: Cost Per Unit $ 146,005 • January 2018: Commence construction; Occupancy 36% • February 2019: Deliver first units and begin lease-up; Current Asset Valuation $ 49,085

• March 2020: Complete construction; and The current asset valuation increased by 27% from prior • March 2020: Complete lease-up and reach quarter due to construction progress during Q2-2019. stabilization.

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Current Capital Structure (in thousands) Debt $ 23,632 56.7% Equity - Fund VIII 16,259 39.0% Equity - Stonehawk 1,807 4.3% Total Capitalization $ 41,698 100.0% Projected Capital Structure (in thousands) Debt $ 33,549 63.4% Equity - Fund VIII 17,374 32.9% Equity - Stonehawk 1,930 3.7% Total Capitalization $ 52,853 100.0% Debt Information ($ in thousands) Lender Prosperity Bank Total Principal Available $ 33,549 Balance Outstanding $ 23,632 Interest Rate Spread 0.25% Index Prime Maturity Date January 18, 2045 Extensions Available None

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For-Sale Residential

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Riverfront Village Avon, CO

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Background The current project development timeline is as follows: On August 24, 2018, Carlyle Realty Partners VIII, L.P. Phase I: (“Carlyle”) and East West Partners (“EWP”) (collectively, • August 2018: Commence construction; the “Venture”) acquired a 3.6-acre parcel of land (the “Property”) located in the highly desirable Beaver Creek • February 2019: Commence townhome sales; submarket of the Vail Valley in Colorado for $6.6 million • October 2019: Commence townhome closings; and ($114k/unit). The Venture intends to develop a for-sale • March 2020: Complete townhome closeout. residential project in three phases with 58 units: a) Phase I - 13 townhomes; b) Phase II - 36 condos; and c) Phase III - Phase II: nine townhomes. • May 2019: Commence construction; Located in the heart of the Vail Valley, one of the world's • February 2020: Commence condo sales; premier mountain destinations, and five minutes from Bachelor Gulch, the Property features high visibility as it • December 2020: Commence condo closings; and sits at the confluence of Beaver Creek's mountain • May 2021: Complete condo closeout. amenities and the Town of Avon, which has a walkable downtown urban core. While it is adjacent to the Riverfront Phase III: Express Gondola and will have direct lift access, the • November 2019: Commence construction; Property will cater to visitation beyond the ski season given • July 2019: Commence townhome sales; its dynamic location. In addition to nearby amenities such as the 60-mile Eagle River, Eagle Valley Regional Trail, • December 2020: Commence townhome closings; and and the Avon Performance Center, the Property and its • February 2021: Complete townhome closeout. future homeowners will benefit from access to amenities at the Westin Riverfront Resort & Spa, ranked one of the best Phase IV: resorts in the Westin franchise. Furthermore, the • May 2020: Commence construction; topography provides views of the Eagle River and Beaver February 2021: Commence home sales; Creek Mountain. •

Carlyle views this investment opportunity as compelling for • August 2021: Commence home closings; and the following reasons: • August 2021: Complete home closeout. • Premier mountain destination amenitized location in Avon, CO Market Vail Valley and five minutes from Bachelor Gulch; Avon's real estate market has benefited from strong • Favorable supply and demand fundamentals in Avon's demand given no new supply and low inventory, real estate market given no new supply and low decreasing days on market, and increasing sales prices inventory; and and transaction volume. In the pipeline, there are no new • Structured optionality due to the timing of land closing purpose-built luxury condominium or townhome projects and phased construction period to be able to gauge that are under construction or beyond initial planning. The market interest and limit exposure through a pre-sale market is under-supplied with lack of newer product as process; and inventory is at ten-year historic lows. From 2017 to 2018, both Vail Valley's condo and townhome average pricing • Experienced operating partner, EWP, who has has increased by 14%. Specifically, condos priced over developed over 25 projects in Avon/Beaver Creek. $900K (which made up approximately 32% of the 2018 condo transactions) achieved an increase of 5% in average prices on a total and PSF basis from 2017 to 2018.

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Townhomes priced over $900K (which made up Projected Capital Structure approximately 24% of the 2018 townhome transactions) (in thousands) achieved an increase of over 10% in average prices on a Debt (1) (2) $ 64,813 83.2% total and PSF basis from 2017 to 2018. Furthermore, when comparing YTD 2019 to 2018, average prices for all price Equity - Fund VIII 11,796 15.1% ranges have already increased 15% and 13% for condos Equity - EWP 1,311 1.7% and townhomes, respectively (MLS). Total Capitalization $ 77,920 100.0%

(1) Debt figure includes a capitalization adjustment of $20.4M. Key Events / Recent Updates (2) Total debt figure assumes separate loans for all four Phases.

• Construction on Phase I commenced in Q3-2018, first sales in Phase I commenced Q1-2019, and first sales Debt Information in Phase III commenced Q3-2019. ($ in thousands) Lender Alpine Bank • As of Q2-2019, Phase I (13 townhomes) and Phase 3 (six townhomes) were completely sold out at a gross Total Principal Available $ 12,022 price of $24.7 million and $14.1 million respectively. Balance Outstanding $ 5,603

• As of Q2-2019, construction was approximately 21% Interest Rate Spread 0.50% complete in terms of dollars spent and remains within Index Prime budget. Maturity Date February 28, 2021 • In Q3-2018, the Venture closed on a $12 million loan Extensions Available None with Alpine Bank. Lender Alpine Bank The Investment Total Principal Available $ 24,610 ($ in thousands, except per unit amount) Balance Outstanding $ 0 Location Avon, CO Interest Rate Spread 0.50% Property Type For-Sale Residential Index Prime Size 58 Units Maturity Date July 12, 2022 Acquisition Date August 24, 2018 Extensions Available None Acquisition All-In Cost $ 8,785

Cost at Completion $ 77,920

Cost Per Unit $ 1,343,451 Current Asset Valuation $ 22,766

The current asset valuation increased by 42% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt (1) $ 7,223 35.9% Equity - Fund VIII 11,585 57.7% Equity - EWP 1,287 6.4% Total Capitalization $ 20,095 100.0%

(1) Debt figure includes a capitalization adjustment of $1.6M.

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Student Housing

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Haven - Fayetteville Fayetteville, AR

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Background Carlyle views the investment opportunity as compelling for the following reasons: On August 18, 2017, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Haven Campus Communities (“Haven”) • Walkable site with easy access to retail; (collectively, the “Venture”) acquired a 7.0-acre parcel of • Favorable apartment market fundamentals with high land (the “Property”) located in Fayetteville, AR for $1.2 barriers to entry; and million ($6k/unit). The Venture intends to develop a Class A, four-story, elevator-serviced, 180-unit, 652-bed • Growing enrollment and New Arkansas Non-Resident structured-parked apartment project. The unit mix will Tuition program. consist of 68 two-bedroom (19%) and 584 four-bedroom The current expected project development timeline is as (81%) units with an average unit size of 1,306 SF and follows: structured parking garage with 536 automobile spaces • August 2017: Begin construction; (0.82 spaces/bed), 42 scooter/motorcycle spaces (0.06 spaces/bed), and 73 bicycle spaces. • February 2019: Deliver first building, clubhouse, and garage; Located one half mile from the core of campus and even closer to the University's athletic facilities, the Property • March 2019: Deliver second and third buildings; provides convenient access to campus by both foot and the • July 2019: Complete construction; and campus shuttle system, which directly services the Property via the Harp's stop located in front of the Property • August 2019: Complete lease-up and reach on Wedington Drive, one of Fayetteville's largest east-west stabilization. thoroughfares. The location provides direct access to Fayetteville, AR Market Interstate 49 as well as all of Fayetteville's most popular amenities and attractions. The favorable location ensures The University of Arkansas offers near-in-state tuition to that this development has certain advantages over other students from around the country. By-right scholarships competition in the area, which can be adversely affected by cover 50% to 90% of the out-of-state tuition difference Fayetteville's rolling hills, which hinders ease of dependent on academics. Scholarship renewals are walkability. Additionally, the region's distinct topography automatic, and students are automatically considered upon provides extreme barriers to entry, allowing the site's seven applying with no caps. Consequently, enrollment at the acres to be among the last remaining development sites University of Arkansas has grown at a 4.0% CAGR in the able to accommodate the University's student housing ten years through the 2017 school year, with projected needs. enrollment growth of 2.0% annually through 2023. Furthermore, rents are projected to increase 2.1% annually The Property will provide approximately 8,605 SF of through 2023. inviting amenity center space with a full-range of innovative amenities featured in the properties throughout Haven's Fayetteville has historically been a restrictive jurisdiction existing portfolio. At the center of the Property will be a towards new developments, and the local topography makes resort-style pool and accompanying community amenity walkability incredibly difficult. There are currently no deck and pavilion. Additionally, the Property will benefit additional purpose-built off-campus student housing from a four-story concrete parking structure which will be properties scheduled to deliver ahead of the Subject. Two integrated into the residential building on the west side of university-owned developments (700 beds total) are the site, complementing the Property's surface parking scheduled to deliver on campus. However, those are spaces. expected to house freshmen who are required to live on campus (Axiometrics). Simultaneous with land closing, the Venture closed on a construction loan from Great Southern Bank with proceeds of $33.2 million.

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Key Events / Recent Updates • As of Q2-2019, the Property is 86% pre-leased. The Investment ($ in thousands, except per unit amount) Location Fayetteville, AR Property Type Student Housing Size 180 Units Acquisition Date August 18, 2017 Acquisition All-In Cost $ 3,260 Cost at Completion $ 50,451 Cost Per Unit $ 280,300 Current Asset Valuation $ 47,958

The current asset valuation increased by 16% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 29,451 62.7% Equity - Fund VIII 15,560 33.1% Equity - Haven 1,960 4.2% Total Capitalization $ 46,970 100.0% Projected Capital Structure (in thousands) Debt $ 33,165 65.7% Equity - Fund VIII 15,678 31.1% Equity - Haven 1,608 3.2% Total Capitalization $ 50,451 100.0% Debt Information ($ in thousands) Lender Great Southern Bank Total Principal Available $ 33,165 Balance Outstanding $ 29,451 Interest Rate Spread 3.50% Index LIBOR Maturity Date August 18, 2020 Extensions Available (1) Two 1-Year Extensions

(1) Extensions are subject to DSCR greater than 1.25x and a fee of 0.15%.

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Opus - University of Illinois Champaign, IL

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Background Currently, the competitive set is 98.1% leased for Fall-2018 and 74% pre-leased for Fall-2019 (at this time last year, the On December 12, 2017, Carlyle Realty Partners VIII, L.P competitive set was 92% pre-leased) (Axiometrics). (“Carlyle”) and The Opus Group (“Opus”) (collectively, the “Venture”) acquired a 0.8-acre parcel of land (the Key Events / Recent Updates “Property”) adjacent to the University of Illinois (“UI”) • As of Q2-2019, installation of FF&E at the Property campus in Champaign, IL for $7.5 million. The Venture was ongoing. plans to develop a 548-bed student housing high-rise in time for the Fall-2019 school year. • As of June 30, 2019, the Property was 88% complete In terms of dollars spent. Located along South 4th Street between Green and John Streets, a main east-west thoroughfare at UI, the Property • As of June 30, 2019, the Property was 80% pre- is within a short walking distance of the campus, as well as leased for the Fall-2019 school year. Student move- retail, restaurants, and nightlife. Situated north of the UI ins are scheduled for August 22, 2019. campus, residents have immediate access to the core The Investment academic area of the University, including the main Library ($ in thousands, except per unit amount) and the University Union. Additionally, residents will be able to walk to the State Farm Center, a 16,000-seat indoor Location Champaign, IL arena where the basketball teams play. Property Type Student Housing

Carlyle views the investment opportunity as compelling for Size 218 Units the following reasons: Acquisition Date December 12, 2017 Acquisition All-In Cost $ 8,031 • Central location with high walkability and proximity to retailers, restaurants, and nightlife; Cost at Completion $ 70,140 Cost Per Unit $ 127,993 • No projected oncoming supply over the next three Current Asset Valuation $ 75,648 years; and The current asset valuation increased by 18% from prior • Strong, nationally recognized partner, Opus, with a quarter due to construction and leasing progress during compelling record of accomplishment. Q2-2019. The current expected project development timeline is as follows: Current Capital Structure (in thousands) • January 2018: Commence construction; Debt $ 32,974 54.3% • August 2019: Complete construction; and Equity - Fund VIII 24,938 41.1% • August 2020: Complete lease-up and reach Equity - Opus 2,765 4.6% stabilization Total Capitalization $ 60,677 100.0% Champaign, IL Market Projected Capital Structure University of Illinois - Champaign has achieved an (in thousands) enrollment CAGR of 2.1% over the last 5-years, which is a Debt $ 41,742 59.5% nominal growth of approximately 4,800 students. Year- Equity - Fund VIII 25,609 36.5% over-year growth was approximately 3.1%, or 1,500 Equity - Opus 2,840 4.0% students. Furthermore, the university plans to increase enrollment to over 53,000 students by 2021, an increase of Total Capitalization $ 70,191 100.0% approximately 8.9% from Fall-2018, or 4,300 students.

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Debt Information ($ in thousands) Lender SunTrust Total Principal Available $ 41,742 Balance Outstanding $ 32,974 Interest Rate Spread 2.75% Index LIBOR Maturity Date December 12, 2021 Extensions Available (1) One 1-Year Extension

(1) Extension requires a min DSCR of 1.30x and a max LTV of 60%.

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The Standard - New Brunswick New Brunswick, NJ

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Background New Brunswick, NJ Market On June 11, 2018, Carlyle Realty Partners VIII, L.P. Since 2007, fulltime enrollment at Rutgers University New (“Carlyle”) and Landmark Properties (“Landmark”), Brunswick campus has increased by 2.7% annually, adding (collectively, the “Venture”) acquired a 0.44-acre of land, 7,964 students to reach a total fulltime enrollment of 37,035 located in between two of the main academic areas at students in 2017. Based on the Rutgers' University 2020 Rutgers University, the College Avenue Campus and the target enrollment of 45,170 across campuses, the New Cook/Douglass Campus in New Brunswick, NJ, for $7.7 Brunswick Campus is anticipated to add an additional 853 million. The Venture plans to develop the Property for a students through the Property's delivery in 2020. In fall total cost of $118.9 million ($174k/bed or $639k/unit). 2016 first-time applications to the University reached an all- time high of 36,677, representing a 24.2% increase over The Property benefits from proximity to nightlife of New the 2010 figure and a 3.4% increase over fall 2015. Brunswick and is located blocks from neighborhood retail, such as Starbucks, the New Brunswick Farmer's Market, High barriers to entry and robust enrollment trends have all and numerous restaurants and fast-casual eateries. Once contributed to a student housing year-over-year rent growth developed, the Property will be a Class A student housing of 4.5% among the competitive set in the market. Currently, building consisting of 186 units, 682 beds, and 111 parking all but one property in the comp set are 95% leased or spaces in an above-grade podium. greater for the 2017 school year. Based on the strong in- place student housing fundamentals characterized by a Carlyle views this investment opportunity as compelling for 99.4% occupancy and robust demand growth of 0.5% per the following reasons: year through 2021, Carlyle projects that the market will • Central location of the Property along New Street in maintain an average 96.7% occupancy over the next four the heart of New Brunswick bisecting two of the main years (Axiometrics). academic areas of Rutgers; Key Events / Recent Updates • Rutgers University continued growth, whose full-time • In Q2-2019, the podium at the Property was enrollment at Rutgers University New Brunswick completed. campus has increased by 2.7% annually since 2007, adding 7,964 students to reach a total full-time The Investment enrollment of 37,035 students in 2017; ($ in thousands, except per unit amount) • Ability to benefit from high barriers to entry due to Location New Brunswick, NJ general land scarcity, challenges assembling parcels Property Type Student Housing in an urban core, and restrictive zoning; and Size 186 SH Units • Positive supply and demand fundamentals resulting 2,000 Retail Rentable SF from high barriers to entry and robust enrollment Acquisition Date June 11, 2018 trends which have all contributed to a student housing Acquisition All-In Cost $ 12,337 year-over-year rent growth of 4.5% among the Cost at Completion $ 118,632 competitive set in the market. Cost Per Unit $ 173,947 The current expected project development timeline is as Current Asset Valuation $ 46,267 follows: The current asset valuation increased by 32% from prior • June 2018: Commerce construction; quarter due to construction progress during Q2-2019.

• May 2020: Deliver first units; and

• August 2020: Deliver final units and complete construction.

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Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 34,934 95.0% Equity - Landmark 1,838 5.0% Total Capitalization $ 36,772 100.0% Projected Capital Structure (in thousands) Debt $ 65,888 55.4% Equity - Fund VIII 50,370 42.4% Equity - Landmark 2,651 2.2% Total Capitalization $ 118,909 100.0% Debt Information ($ in thousands) Lender Fifth Third Bank Total Principal Available $ 65,888 Balance Outstanding $ 0 Interest Rate Spread 3.00% Index LIBOR Maturity Date December 11, 2021 Extensions Available (1) Two 1-Year Extensions

(1) The Extensions require DSCR of 1.2x with a max LTV of 60%.

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Office

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33 New York Avenue Framingham, MA

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Background Boston, MA Market On February 27, 2018, Carlyle Realty Partners VIII, L.P. The Boston life science market is experiencing favorable (“Carlyle”) and King Street Properties (“King Street”) supply and demand conditions with forecasted demand (collectively, the “Venture”) acquired the fee simple expected to outstrip available supply over the next three interest in 33 New York Avenue (the “Property”) for $9.3 years. In the Property's suburban submarket, the market is million. The Venture intends to invest over $14.9 million in expected to remain fully occupied through 2020 with more base building upgrades to convert and multi-tenant the than adequate demand to absorb the 867,380 SF of building into a Class A, 106,438 Rentable SF life science deliveries over that time period. The current vacancy rate facility. in the Boston suburbs for lab/biotech space is 1.8% (Perry Brokerage). The Property, situated on a ten-acre site in Framingham, MA, is a 91,452 SF office/light-industrial building originally Key Events / Recent Updates built in 1979 that was previously owned and occupied by • As of Q2-2019, the Venture is negotiating LOIs with Gatehouse Media for use as office space and a newspaper two potential tenants for the remaining 43,160 SF. printing facility. The scope of work includes replacing the building facade and roof, installing new elevators, • The Property is currently 60% leased. On June 22, renovating and expanding the second floor mezzanine 2018, the Venture signed a ten-year lease with space, expanding the existing loading bays, adding a new Replimune for 63,278 SF at $37.50 PSF, which tenant entrance, upgrading the building's HVAC and MEP commenced in December 2018. systems and performing exterior upgrades (including • As of Q1-2019, construction of the building was resurfacing parking lot, landscaping, and more). complete. Carlyle views this investment opportunity as compelling for The Investment the following reasons: ($ in thousands, except per unit amount) • Attractive supply and demand conditions in Boston life Location Framingham, MA science market; Property Type Life Science • Competitive position/micro location with upside Size 106,438 Rentable SF potential on market rent; and Acquisition Date February 27, 2018 • Partner with one of the predominant players in the Acquisition All-In Cost $ 9,971 Boston life science market with extensive market and Cost at Completion $ 47,176 product type specific knowledge with 55 years of Cost Per Unit $ 442 experience between its two principals and 515,000 SF Current Asset Valuation $ 40,139 currently owned or under management.

The current expected project development timeline is as The current asset valuation increased by 27% from prior follows: quarter due to business plan progression during Q2-2019.

• May 2018: Submit initial construction plans; Current Capital Structure (in thousands) • July 2018: Receive final permits; commence construction; Debt $ 11,437 44.6% Equity - Fund VIII 12,075 47.1% • March 2019: Complete base building redevelopment; and Equity - King Street 2,131 8.3% Total Capitalization $ 25,643 100.0% • May 2020: Complete lease-up and reach stabilization.

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Projected Capital Structure

(in thousands)

Debt $ 32,970 69.9% Equity - Fund VIII 12,075 25.6% Equity - King Street 2,131 4.5% Total Capitalization $ 47,176 100.0% Debt Information ($ in thousands) Lender Citizens Bank Total Principal Available $ 32,970 Balance Outstanding $ 11,437 Interest Rate Spread 2.10% Index LIBOR Maturity Date September 12, 2021 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires payment of 0.15% extension fee, no event of default, min 1.15x DSCR, max 65% LTV and substantial completion. Second Extension requires payment of 0.15% extension fee, no event of default, min 1.15x DSCR, and max 65% LTV.

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Court Square West Long Island City, NY

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Background The current expected project development timeline is as follows: On May 13, 2019, Carlyle Realty Partners VIII, L.P. (“Carlyle”) together with King Street Properties (“KSP”) • August 2019: Finalize construction drawings; and Gural Family Properties (“GFP”) (collectively, the • September 2019: Receive final permits & commence “Venture”) closed on the acquisition of a 161,266 office construction; building (the “Property”) located at 45-18 Court Square West, Queens, NY. Upon closing, the Venture entered into • June 2021: Complete construction, obtain TCO, and a 99-year ground lease, which includes a seller put option begin lease-up; and to sell the Property to the Venture for $69.5 million ($264 • August 2023: Complete lease-up and reach stabilization. ZFA). The ground lease with the put option structure was negotiated to allow the seller time to identify a 1031 Long Island City, NY Market exchange property. The NYC Life Science sector continues to show strong The Property is located in the Long Island City (“LIC”) demand as the market is currently at 0% vacancy (JLL). submarket of Queens, NY directly across the street from Carlyle projects vacancy for Life Science in NYC to remain the Court Square subway stop, which serves the 7 and G at 0% through 2023. Scientific R&D employment in NY has trains. The 7 train is just two stops and a 10-minute ride grown by 15% since 2009, compared to 7% for the state as from Manhattan, NY. The G train provides service directly a whole. from Brooklyn, NY, through the major Brooklyn neighborhoods of Williamsburg, Greenpoint, Clinton Hill, Key Events / Recent Updates Park Slope, and Bushwick. The Property’s central location • As of Q2-2019, the Venture is negotiating with in- in the heart of LIC is close to all the area’s local amenities, place tenants to vacate space early. extensive new apartment projects, and multiple mass • In Q2-2019, early buys for constructions began. transit options. LIC is the ideal location for New York's life science cluster to thrive with excellent access to both the • In June 2019, the Venture engaged HFF to arrange East Side medical corridor as well as regional for construction financing. transportation options, making it easily commutable from all The Investment areas of the tri-state. LIC has added over 5,000 units of ($ in thousands, except per unit amount) multifamily over the past five years which provides affordable housing for potential life science employees. Location Long Island City, NY Property Type Life Science Carlyle views this investment opportunity as compelling for Total SF 263,350 SF the following reasons: Acquisition Date May 13, 2019 • Ideal location of LIC with access to both the East Side Acquisition All-In Cost $ 13,217 medical corridor and regional transportation options; Cost at Completion $ 248,740 • Strong demand in the NYC Life Science sector which Cost Per Unit $ 945 continues to show strong demand, with current Current Asset Valuation $ 21,411 vacancy at 0% per JLL; and

• Partner with one of the predominant players in the life Current Capital Structure science market with extensive market and product (in thousands) type specific knowledge with 55 years of experience Debt $ 0 0.0% between its two principals and 515,000 SF currently Equity - Fund VIII 15,675 90.0% owned or under management. Equity - King Street/GFP 1,742 10.0% Total Capitalization $ 17,417 100.0%

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Projected Capital Structure (in thousands) Debt (1) $ 161,780 65.0% Equity - Fund VIII 18,869 7.6% Equity - Coinvest 59,394 23.9% Equity - King Street/GFP 8,696 3.5% Total Capitalization $ 248,740 100.0% (1) Represents an estimated construction loan amount.

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KSP - Mountain Road Framingham, MA

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Background Boston, MA Market On May 22, 2019, Carlyle Realty Partners VIII, L.P. The Boston life science market is experiencing favorable (“Carlyle”) and King Street Properties (“King Street”) supply and demand conditions with forecasted demand (collectively, the “Venture”), acquired the fee simple expected to outstrip available supply over the next three interest in 1 & 5 Mountain Rd, Framingham, MA (the years. In the Property's suburban submarket, the market is “Property”) for $20.5 million. The Property was acquired expected to remain fully occupied through 2020 with more from Sanofi Genzyme (“Sanofi”) in a sale-leaseback than adequate demand to absorb the 867,380 SF of transaction, it is situated on a 10.7‐acre site and consists of deliveries over that time period. The current vacancy rate in two lab buildings totaling 153,218 SF. The Venture intends the Boston suburbs for lab/biotech space is 1.8% (Perry to renovate the buildings into two Class A life science Brokerage). facilities with multi-tenanted friendly layouts. Key Events / Recent Updates The Property’s location in the Framingham / 495 • In Q2-2019, the Venture closed on a $14 million loan MetroWest submarket is well positioned to attract suburban with Salem Five Cents Savings Bank. tenants seeking a campus environment and urban tenants seeking value options. The immediate submarket is one of • The Property is currently 100% occupied by Sanofi, the best suburban lab clusters in Boston area, with current the world’s third largest international biotechnology core vacancy of 2%. company and the previous owner of the buildings. Their lease expires in June 2022, at which point the Carlyle views this investment opportunity as compelling for Venture will begin renovations and start marketing the the following reasons: space to prospective life science tenants. • Competitive position/micro location with upside potential on market rent; The Investment ($ in thousands, except per unit amount) • Attractive supply and demand conditions in Boston life Location Framingham, MA science market; and Property Type Life Science • Partner with one of the predominant players in the Total SF 153,218 SF Boston life science market with extensive market and product type specific knowledge with 55 years of Acquisition Date May 22, 2019 experience between its two principals and 515,000 SF Acquisition All-In Cost $ 21,640 currently owned or under management. Cost at Completion $ 62,640

The current expected project development timeline is as Cost Per Unit $ 409 follows: Occupancy 100% Current Asset Valuation $ 23,344 • February 2022: Submit initial construction plans;

• June 2022: Receive final permits; commence Current Capital Structure construction; (in thousands) Debt $ 13,397 61.9% • March 2023: Complete redevelopment, obtain temporary certificate of occupancy, and commence Equity - Fund VIII 7,429 34.3% lease-up; and Equity - King Street 833 3.8% Total Capitalization $ 21,659 100.0% • April 2025: Complete lease-up and reach stabilization.

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Projected Capital Structure (in thousands) Debt (1)(2) $ 46,538 74.3% Equity - Fund VIII 14,470 23.1% Equity - King Street 1,632 2.6% Total Capitalization $ 62,640 100.0%

(1) Debt figure includes a capitalization adjustment of $5.8M. (2) Includes an additional estimated construction loan amount. Debt Information ($ in thousands) Lender Salem Five Cents Savings Bank Total Principal Available $ 14,136 Balance Outstanding $ 13,397 Interest Rate Spread 1.70% Index LIBOR Maturity Date July 31, 2022 Extensions Available None Investment Performance ($ in thousands) May 22, 2019 to June 30, 2019 Actual Budget Variance Revenues $ 493 $ 493 $ 0 Expenses 120 90 (30) NOI 373 403 (30) Non-Operating Expenses 0 16 16 Debt Service 37 47 10 Cash Flow $ 336 $ 340 $ (4)

Expenses variance relates to higher-than-expected insurance opex. Debt Service variance is caused by LIBOR changes.

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Self-Storage

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NitNeil Portfolio Various

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Background Carlyle views this investment opportunity as compelling for the following reasons: On April 25, 2018, Carlyle Realty Partners VIII, L.P. ("Carlyle") and NitNeil Partners ("NitNeil") (collectively, the • Strong micro-location directly on the heavily trafficked "Venture") formed a joint venture to acquire and develop Highway 19 (73,500 vehicles per day) with excellent self-storage projects in select southeast U.S. markets. The access and visibility and located within 0.5 mile of St. goal of the Venture is to build a portfolio of institutional- Petersburg College; grade projects and ultimately exit the investments through • Strong economic profile in Tampa MSA with a growing either a series of strategic sales or a single portfolio projected population count of 57,654 by 2023 (6% transaction. growth); Over time, Carlyle hopes to acquire and develop self- • Industry operating at historically-high occupancy storage projects, with a minimum net rentable area of levels, while robust NOI growth is projected to 40,000 SF, in select southeast US markets, including the continue to outperform many of the major property Atlanta, Raleigh, and Tampa Bay Metropolitan Statistical sectors; Areas. • Ability to build where current market inventory is Tarpon Springs, FL Market comprised of older product where 61% of existing Tarpon Springs is located in the Tampa Bay, FL inventory lacks climate-control and has an average metropolitan area, which, at 3.1 million people, is the year built of 1990; and eighteenth largest by population in the U.S. The market is • Partner, NitNeil Partners, who is experienced as a expected to grow to 3.2 million in 2019. The existing self- developer in the self-storage industry and in the storage supply in the Tampa Bay area is estimated at 6.2 Tampa Bay MSA. SF per capita, slightly above the nationwide average of 5.3 SF per capita. The current project development timeline is as follows:

During the fiscal year ending June 30 2019, the Tampa-St. • June 2018: Commence construction; Petersburg MSA added approximately 29,300 new jobs, • March 2020: Substantial completion and initial representing a 2.2% increase in the labor force. Vacancy in occupancy; and the Tampa Bay metro was at 16.7% in 2018 and is • February 2023: Stabilize the occupancy. expected to decrease by 60 basis points to 16.1% in 2019. Rents for non-climate- and climate-controlled In Q2-2018, the Venture closed on a $5 million loan with facilities increased by 0.8% and decreased by 0.5%, Renasant Bank. respectively, in 2018. The rents for the non-climate controlled and climate-controlled units are projected to Key Events / Recent Updates decrease by 1.6% and 1.0%, respectively, in 2019 (Bureau • Construction of the building, with a slightly redesigned of Labor Statistics, REIS, and Self-Storage Almanac). footprint in response to the title defect, recommenced in June 2019. Unrealized Investments • Negotiations with the title insurer are ongoing, and a Tarpon Springs – Tarpon Springs, FL cash settlement resolution is expected in Q3-2019 or On May 23, 2018, the Venture acquired the fee simple Q4-2019. interest in a 7.43-acre parcel of land (the “Property”) • In Q3-2018, a title defect was discovered, whereby an located at 38954 US Highway 19 North in Tarpon Springs, easement from our neighboring site extends under the FL for $950,000. The Venture intends to develop a three- newly constructed structure. story, institutional-grade self-storage facility offering 66,173 SF of rentable space across 564 storage units.

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The Investment ($ in thousands, except per unit amount) Location Tarpon Springs, FL Property Type Self-Storage Size 564 Units Acquisition Date May 23, 2018 Acquisition All-In Cost $ 1,340 Cost at Completion $ 8,250 Cost Per Unit $ 15,000 Current Asset Valuation $ 4,609

The current asset valuation is consistent with prior quarter. Current Capital Structure (in thousands) Debt $ 863 19.1% Equity - Fund VIII 2,675 59.2% Equity - NitNeil 977 21.6% Total Capitalization $ 4,515 100.0% Projected Capital Structure (in thousands) Debt $ 5,180 62.8% Equity - Fund VIII 2,303 27.9% Equity - NitNeil 767 9.3% Total Capitalization $ 8,250 100.0% Debt Information ($ in thousands) Lender Renasant Bank Total Principal Available $ 5,180 Balance Outstanding $ 863 Interest Rate Spread 2.25% Index LIBOR Maturity Date May 23, 2021 Extensions Available (1) Two 6-Month Extension One 3-Year Mini-Perm Extension

(1) First and Second Extension require DSCR less than 1.00x in any calendar quarter. Third Extension requires min DSCR of 1.25x.

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SP - 141 King Street Brooklyn, NY

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Background Brooklyn, NY Market On January 24, 2019, Carlyle Realty Partners VIII, L.P. Nationwide, self-storage supply is estimated at 6.2 square ("Carlyle") and Sabharwal Properties ("Sabharwal") feet per capita. Supply in Brooklyn is below the national (collectively, the "Venture") acquired the fee simple interest average at 1.6 SF per capita. in a 78,400 GSF self-storage development site and a 2,900 The following overview summarizes the current state of GSF residential development site located at 141 King New York' self-storage market, as discussed in Marcus and Street (the "Property”) in Brooklyn, NY for $12.9 million Millichap's 2019 outlook storage report. In 2018, New York ($164 PSF). The Venture intends to sell the residential site gained 63,000 new employees, marking growth of 1.5%, and construct a five-story self-storage facility totaling while job growth is projected to add 55,000 employees in 77,795 NSF across 1,634 storage and locker units. Once 2019, an annual growth rate of 1.2%. Employment growth, complete, the facility will operate under the WWG brand. driven by higher-paying sectors, is expected to increase The Property is located in the Red Hook submarket in the median household income by 2.7% this year, Brooklyn, NY, one of trendiest neighborhoods, successfully encouraging the formation of 31,000 households. Vacancy blending a heavy industrial landscape with highly popular rates decreased by 0.8% in 2018, a trend expected to destinations and a bourgeoning tech and creative office continue in 2019 with vacancy projected to decrease by an sector. The facility will benefit from the submarket additional 0.6% to 6.0% in 2019. This decrease in market gentrification and the additional self-storage demand from vacancy drove a modest increase in rents, expected to newly developed rental buildings. reach $2.66 PSF year-end 2019 (Marcus and Millichap). Carlyle views this investment opportunity as compelling for Key Events / Recent Updates the following reasons:  In Q2-2019, the Venture continued pre-development, • Location in a designated special ICAP benefit area to including permitting for the initial foundation work. be entitled to get a 25-year ICAP tax abatement  As of Q2-2019, the Venture is actively marketing the (versus the typical ICAP benefit of 15 years); sale of the residential site. • Favorable submarket supply-demand fundamentals due to location in one of the fastest growing trendy The Investment neighborhoods in Brooklyn where numerous industrial, ($ in thousands, except per unit amount) commercial, and creative office development projects Location Brooklyn, NY are expected to create additional demand for the self- Property Type Self-Storage storage facility; and Size 1,634 Units • Partnership with an experienced in this field, operator Acquisition Date January 24, 2019 and developer, Sabharwal Properties. Acquisition All-In Cost $ 13,010 The current expected project development timeline is as Cost at Completion $ 34,421 follows: Cost Per Unit $ 442 • July 2019: Commence construction; Current Asset Valuation $ 12,875

• June 2020: Complete construction and begin lease- The current asset valuation is consistent with prior quarter. up; and

• June 2022: Complete lease-up and reach stabilization.

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Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 12,748 93.5% Equity - Sabharwal 887 6.5% Total Capitalization $ 13,635 100.0% Projected Capital Structure (in thousands) Debt (1) $ 18,932 54.9% Equity - Fund VIII 14,620 42.5% Equity - Sabharwal 887 2.6% Total Capitalization $ 34,439 100.0%

(1) Represents the projected construction loan amount.

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SP - 507 Osborn Street Brooklyn, NY

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Background • Partner with an experienced operator and developer Sabharwal Properties and with WWG as a property On July 25, 2018, Carlyle Realty Partners VIII, L.P. manager. ("Carlyle") and Sabharwal Properties ("Sabharwal") (collectively, the "Venture") acquired a 51,200 SF existing The current expected project development timeline is as warehouse located at 507 Osborn Street, Brooklyn, NY follows: (the "Property”) for $8.5 million (or $155 PSF). The • October 2018: Commence construction; Venture intends to renovate the building into a two-story climate-controlled self-storage facility with 54,855 rentable • September 2019: Complete construction, obtain TCO, SF. and begin lease-up; and

The Property is located in the East New York submarket in • August 2021: Complete lease-up and reach Brooklyn, NY. East New York is a residential neighborhood stabilization. in the eastern section of the borough of Brooklyn. Its Brooklyn, NY Market boundaries, starting from the north and moving clockwise are: Cypress Hills Cemetery to the north, the Borough of Nationwide, self-storage supply is estimated at 6.2 SF per Queens to the east, Jamaica Bay to the south, and the Bay capita. Supply in Brooklyn is below the national average at Ridge Branch railway tracks next to Van Sinderen Avenue 1.6 SF per capita. to the west. Linden Boulevard and Atlantic Avenue are the The following overview summarizes the current state of primary thoroughfares through East New York. New York' self-storage market, as discussed in Marcus and Carlyle views this investment opportunity as compelling for Millichap's 2019 outlook storage report. In 2018, New York the following reasons: gained 63,000 new employees, marking growth of 1.5%, while job growth is projected to add 55,000 employees in • Benefit from the recent rezoning of East New York 2019, an annual growth rate of 1.2%. Employment growth where the city plans to develop approximately 6,000 driven by higher-paying sectors is expected to increase the new housing units over the next ten years, which will median household income by 2.7% this year, encouraging drive submarket gentrification and additional self- the formation of 31,000 households. Vacancy rates storage demand from newly developed rental decreased by 0.8% in 2018, a trend expected to continue buildings; in 2019 with vacancy projected to decrease by an • Favorable supply demand fundamentals in the additional 0.6% to 6.0% in 2019. This decrease in market Property's trade area where the projected market vacancy drove a modest increase in rents, expected to penetration, adjusted for the addition of the subject reach $2.6 PSF by year-end 2019 (Marcus and Millichap). property is 4.6 storage SF/capita for one-mile radius, Key Events / Recent Updates 2.9 storage SF/capita for two-mile radius and 2.3 storage SF/capita for three-mile radius, which are • As of Q2-2019, the Venture is in the process of interior below the national average of 8.3 SF/capita; renovations, with expected completion by September 2019. • Capitalize on the Property's unique layout where both the ground floor and basement are accessible via drive-in doors (i.e., the tenants do not need to use a freight elevator), as storage units on the ground floor typically get an approximately 10% rent premium and accessibility through the drive-in doors is the key competitive advantage over multi-story market comps in the neighborhood; and

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The Investment ($ in thousands, except per unit amount) Location Brooklyn, NY Property Type Self-Storage Size 1,169 Units Acquisition Date July 25, 2018 Acquisition All-In Cost $ 8,749 Cost at Completion $ 16,017 Cost Per Unit $ 309 Current Asset Valuation $ 10,790

The current asset valuation increased by 15% from prior quarter due to construction and business plan progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 8,694 92.8% Equity - Sabharwal (1) 671 7.2% Total Capitalization $ 9,365 100.0%

(1) Upon the sale of 724 Park Place, Sabharwal began funding equity into 507 Osborn as part of the programmatic structure of the JV. Projected Capital Structure (1) (in thousands) Debt (2) $ 10,529 65.7% Equity - Fund VIII 4,817 30.1% Equity - Sabharwal 671 4.2% Total Capitalization $ 16,017 100.0%

(1) Per the JV agreement, the JV partner is required to contribute their equity upon the disposition of the assets in the first programmatic joint venture, capped at $2 million. As such, projected equity contribution per deal in the JV varies. (2) Represents estimated C of O loan proceeds.

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StorQuest Portfolio Various

’

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Background / Program Agreement San Diego, CA Market Carlyle Realty Partners VIII, L.P. ("Carlyle") and The San Diego is the eighth largest city in the U.S. and the William Warren Group ("WWG") (collectively, the "Venture") second largest in California. According to the Census formed a joint venture in April 2018 to acquire and develop Bureau’s latest estimates, the population of the San Diego self-storage projects in select U.S. markets. The Venture MSA is 3.2 million. San Diego is a highly diversified economy have committed up to $72 million in equity to build a with strength in the biotech field. Nationwide, self-storage portfolio of institutional-grade projects. supply is estimated at 5.4 SF per capita, while supply in San Diego is estimated at 5.6 SF per capita. Properties will operate under the StorQuest brand upon completion. The Venture intends to ultimately exit the During the fiscal year ending June 30, 2019, the San Diego- investments through a series of strategic sales or a single Carlsbad MSA added 25,700 new jobs, representing a 1.7% portfolio transaction. increase in the labor force. Vacancy in the San Diego metro was 11.1% in 2018 and is expected to increase by 60 basis Carlyle views this investment opportunity as compelling for points to 11.7% in 2019. Rents for climate- and non-climate- the following reasons: controlled units changed in 2018 by -4.6% and -0.3%,  Investment in self-storage industry, which is operating at respectively, and are projected to change by -3.5% and - historically-high occupancy levels, while robust NOI 1.6%, respectively, in 2019 (Bureau of Labor Statistics, REIS, growth continues and is projected to continue to and Self-Storage Almanac). outperform many of the major property sectors;  Trade areas for the properties exhibiting strong Seattle, WA Market demographic profiles with populations projected to grow; The population of Seattle is 3,439,809, according to the and 2010 census, making it the most populous city in  Partnership with WWG, an experienced operator and Washington. The existing self-storage supply in the Seattle developer in the self-storage industry. area is estimated at 6.1 SF per capita, well below the nationwide average of 5.4 SF per capita. Market Status During the fiscal year ending June 30, 2019, the Seattle- Phoenix, AZ Market Tacoma-Bellevue MSA added 60,400 new jobs, Phoenix is the capital and largest city of the State of representing a 2.9% increase in the labor force. Vacancy in Arizona. According to the 2010 census, the Phoenix Seattle was at 12.9% in 2018 and is expected to increase by metropolitan area is the 13th largest metro area by 90 basis points to 13.8% in 2019. Rents for climate- and population, with approximately 4.3 million people. non-climate-controlled facilities changed by 3.8% and -3.7%, Nationwide, self-storage supply is estimated at 5.4 SF per respectively, in 2018 and are projected to change by 0.9% capita, as compared to Phoenix, AZ at 6.0 SF per capita. and -1.3%, respectively, in 2019 (Bureau of Labor Statistics, During the fiscal year ending June 30, 2019, the Phoenix- REIS, and Self-Storage Almanac). Mesa-Scottsdale MSA added 68,400 new jobs, representing Denver, CO Market a 3.3% increase in the labor force. The vacancy rate in the According to the Census Bureau’s latest estimates, the Phoenix metro was at 14.2% in 2018 and is expected to population of Denver is 649,495, making it the most increase by 200 basis points to 16.2% in 2019. Rents in populous city in Colorado and the 21st most populous U.S. 2018 for climate- and non-climate-controlled units increased metropolitan area in the nation. Nationwide, self-storage by 3.3% and 3.0%, respectively, and are projected to grow supply is estimated at 5.4 SF per capita, while supply in by 1.7% and 3.3%, respectively, in 2019 (Bureau of Labor Denver is at 6.4 SF per capita. Statistics, REIS, and Self-Storage Almanac).

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During the 12-month period ending June 2019, the Denver  In Q3-2018, the Venture closed on a loan with TCF metro saw an addition of 24,100 jobs, representing 1.6% National Bank for $6.2 million for construction growth. The vacancy rate in the Denver Metro was at financing at LIBOR + 2.85% with a 48-month term. 18.5% in 2018 and is expected to decrease by 90 basis points to 17.6% in 2019. Rents in 2018 for climate- and The Investment ($ in thousands, except per unit amount) non-climate-controlled units decreased by 5.4% and 7.8%, Location Cave Creek, AZ respectively, and are projected to decrease by 4.7% and 3.9%, respectively in 2019 (Bureau of Labor Statistics, Property Type Self-Storage REIS, and Self-Storage Almanac). Size 547 Units Cave Creek, AZ Acquisition Date July 12, 2018 Acquisition All-In Cost $ 1,597 Background Cost at Completion $ 9,668 On July 12, 2018, the Venture acquired the fee simple Cost Per Unit $ 17,674 interest in a 2.86-acre vacant unimproved parcel of land Current Asset Valuation $ 10,500 (the “Property”) located at 34800 North Cave Creek Road in Cave Creek, AZ for $1.1 million. The Venture intends to The current asset valuation increased by 92% from the develop a two-story, 63,917 SF, institutional-grade self- prior quarter as a result of capitalized development costs storage facility offering 44,635 SF of rentable space across incurred in Q2-2019. 547 storage units. Current Capital Structure Carlyle views this investment opportunity as compelling for (in thousands) the following reasons: Debt $ 3,261 51.5%  Location proximate to major destination retail serving the Equity – Fund VIII 2,912 46.0% broader community (Lowe’s, CVS, Walmart); and is Equity – WWG 153 2.5% approximately 30 miles north of Downtown Phoenix Total Capitalization $ 6,326 100.0% located on N Cave Creek Road (13,500 vehicles/day) and adjacent to E Carefree Highway (25,500 Projected Capital Structure vehicles/day), which are both major north/south and (in thousands) east/west arterials serving the residential communities of Debt $ 6,197 64.1% Carefree, Cave Creek, North Scottsdale, and North Phoenix; and Equity – Fund VIII 3,297 34.1% Equity – WWG 174 1.8%  Attractive demographics within the five-mile trade area, including a population count of 46,400 (which is Total Capitalization $ 9,668 100.0% projected to grow 8.8% by 2023), an average household Debt Information income of $130k, and an average household size of (in thousands) 2.46. Lender TCF National Bank The current expected project development and construction Total Principal Available $ 6,200 timeline is as follows: Balance Outstanding $ 3,261  October 2018: Commence construction; Interest Rate Spread 2.85%  August 2019: Complete construction; and Index Rate LIBOR  July 2021: Complete lease-up and reach stabilization. Maturity Date August 29, 2022 Key Events / Recent Developments Extensions Available (1) One 3-Year Extension

 In Q2-2019, the buyout is 80% complete. (1) Extension requires 1.35x DSCR with a max LTV of 64%.

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Vista, CA Key Events / Recent Developments Background  In Q2-2019, the buyout was 80% completed. On July 23, 2018, the Venture acquired the fee simple  In Q4-2018, the Venture closed on construction loan interest in a 1.92-acre vacant unimproved parcel of land financing with TCF National Bank for $12.6 million at (the “Property”) located at 3525 S Melrose Drive in Vista, LIBOR + 2.85% with a 48-month term. CA for $2.2 million. The seller completed the entitlement process over a two-year period, obtaining a general plan The Investment amendment, a rezoning, and a special use permit. The ($ in thousands, except per unit amount) Venture intends to develop a three-building, 103,991 SF, Location Vista, CA institutional-grade self-storage facility offering 76,810 SF of Property Type Self-Storage rentable space across 896 storage units. Once completed, Size 896 Units the Property will operate under the StorQuest brand. Acquisition Date July 20, 2018 The Property is located on South Melrose Drive (28,500 Acquisition All-In Cost $ 2,497 vehicles per day), a major north/south thoroughfare through Vista’s dense residential corridor and offers easy Cost at Completion $ 18,534 access to Route 78/Ronald Packard Parkway (135,000 Cost Per Unit $ 20,685 vehicles per day) serving points west (Oceanside, Current Asset Valuation $ 11,000 Carlsbad) and southeast (San Marcos, Escondido). The current asset valuation increased by 84% from the Carlyle views this investment opportunity as compelling for prior quarter as a result of capitalized development costs the following reasons: incurred in Q2-2019.  Attractive location in Vista, CA, a northern suburb of Current Capital Structure San Diego, CA, proximate to major local destinations, (in thousands) including a Walgreen’s-anchored retail center, Debt $ 0 0.0% Madison Middle School, and Lake Elementary School; Equity – Fund VIII 4,599 95.0%  Attractive demographics within the three-mile trade Equity – WWG 241 5.0% area, including a population count of 121,003 Total Capitalization $ 4,840 100.0% (projected to grow 5.1% by 2023), an average household income of $84k, and an average household Projected Capital Structure size of 3.01; and (in thousands)  Ability to purchase the land with all entitlements and Debt $ 12,680 68.4% approvals in place. Equity – Fund VIII 5,560 30.0% The current expected project development and construction Equity – WWG 294 1.6% timeline is as follows: Total Capitalization $ 18,534 100.0%  December 2018: Commence construction;  December 2019: Complete construction; and  November 2021: Complete lease-up and reach stabilization.

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Debt Information The current expected project development and construction (in thousands) timeline is as follows:

Lender TCF National Bank  April 2019: Commence construction; Total Principal Available $ 12,600  May 2020: Complete construction; and

Balance Outstanding $ 0  April 2022: Complete lease-up and reach stabilization. Interest Rate Spread 2.85% Key Events / Recent Developments Index Rate LIBOR  In Q2-2019, the buyout was 80% completed. Maturity Date November 2, 2022 Extensions Available (1) One 3-Year Extension The Investment

(1) Extension requires 1.35x DSCR with a max LTV of 67%. ($ in thousands, except per unit amount) Bothell, WA Location Bothell, WA Background Property Type Self-Storage Size 1,020 Units On March 21, 2019, the Venture acquired a two-acre parcel of land (the “Property”) located at 21008 Bothell-Everett Acquisition Date March 21, 2019 Highway in Bothell, WA for $2.5 million. The Venture intends Acquisition All-In Cost $ 4,235 to develop a five-story, institutional-grade self-storage facility Cost at Completion $ 21,099 offering 76,131 SF of rentable space across 1,020 storage Cost Per Unit $ 20,685 units. Once completed, the Property will operate under the Current Asset Valuation $ 5,861 StorQuest brand. The current asset valuation increased by 140% from the The Property is strategically located on Bothell Everett prior quarter as a result of capitalized development costs Highway (40k vehicles/day), a major north/south incurred in Q2-2019. thoroughfare connecting nearby commuting residents with the I-405 freeway (less than one mile away), and boasting Current Capital Structure excellent visibility, access, and proximity to demand drivers. (in thousands) Carlyle views this investment opportunity as compelling for Debt $ 1,603 24.8% the following reasons: Equity – Fund VIII 4,628 71.5%  Attractive location with excellent visibility proximate to Equity – WWG 244 3.7% local destination retail, including a regional Fred Meyer Total Capitalization $ 6,475 100.0% and a Safeway-anchored retail center; Projected Capital Structure  Attractive demographics within the three-mile trade (in thousands) area, including a population count of 98,000 (projected to grow 8.4% by 2023), an average household income Debt (1) $ 14,160 67.1% of $133k, and an average household size of 2.70; and Equity – Fund VIII 6,590 31.2%

 Shovel-ready site with no entitlement risk. Equity – WWG 349 1.7% Total Capitalization $ 21,099 100.0%

(1) Represents an estimated loan amount.

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Boulder, CO Key Events / Recent Developments

Background  In Q2-2019, the Venture closed on construction loan On June 13, 2019, the Venture acquired the fee simple financing with BOK Financial for $11.2 million at LIBOR interest in a 2.72-acre parcel of land (the “Property”) + 2.50% with a 60-month term. located at 4790 Pearl St. in Boulder, CO for $4.9 million. The Venture intends to develop a 69,705 RSF institutional- The Investment grade self-storage facility with 731 storage units and 55 RV ($ in thousands, except per unit amount) spaces. Once completed, the Property will operate under Location Boulder, CO the StorQuest brand. Property Type Self-Storage The Property is strategically located within a dense node in Size 786 Units downtown Boulder, featuring excellent visibility to Pearl Acquisition Date June 13, 2019 Parkway (23,500 vehicles per day) and Foothills Parkway Acquisition All-In Cost $ 5,714 (63,500 vehicles per day), both major arteries through the Cost at Completion $ 16,180 city. Cost Per Unit $ 20,585 Carlyle views this investment opportunity as compelling for Current Asset Valuation $ 4,850 the following reasons: Current Capital Structure  Excellent access to Google’s new expanded campus (800+ employees), Foothills Hospital, destination retail (in thousands) (Whole Foods, Target, Trader Joe’s), and the Debt $ 1,474 25.8% University of Colorado (33k students); Equity – Fund VIII 4,028 70.5%  Attractive demographics within the trade area, Equity – WWG 212 3.7% including a population count of 100,334 (projected to Total Capitalization $ 5,714 100.0% grow 5.9% by 2023), strong supply-demand fundamentals, and a competitive set comprised of Projected Capital Structure primarily older, inferior stock; and (in thousands)

 Limited new supply due to high barriers to entry and Debt $ 11,177 69.1% limited land availability. Equity – Fund VIII 4,753 29.4% Equity – WWG 250 1.5% The current expected project development and construction timeline is as follows: Total Capitalization $ 16,180 100.0%  July 2019: Commence construction;  August 2020: Complete construction; and  July 2022: Complete lease-up and reach stabilization.

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Debt Information (in thousands)

Lender BOK Financial Total Principal Available $ 11,177 Balance Outstanding $ 1,474 Interest Rate Spread 2.50% Index Rate LIBOR Maturity Date June 12, 2024 Extensions Available None

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Carlyle Realty Partners VIII Volume 3

June 30, 2019 Update

TRADE SECRET AND STRICTLY CONFIDENTIAL

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PRIVACY NOTICE

 Information we receive on subscription agreements or other forms, such as name, address, account number and the types and amounts of investments; and

 Information about transactions with us or our affiliates, such as participation in other investment programs, ownership of certain types of accounts or other account data.

Sincerely,

The Carlyle Group

STRICTLY CONFIDENTIAL Carlyle Realty Partners VIII June 30, 2019 Update

THE CARLYLE GROUP NOTICE OF PROXY VOTING POLICIES AND PROCEDURES

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Industrial

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CHI - Mark IV Fort Worth, TX

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Background The current expected project development timeline is as follows: On November 30, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Crow Holdings Industrial (“CHI”) • January 2019: Commence construction; (collectively, the “Venture”) acquired a 68.7-acre parcel of • February 2020: Complete construction; land (the “Property”) in the Meacham/Fossil Creek submarket of the Dallas-Fort Worth (“DFW”) industrial • December 2020: Complete lease-up and reach market for $7 million. The Venture intends to develop a stabilization. state-of-the-art, three-building, Class A industrial park Fort Worth, TX Market totaling 1.0 million SF. The Dallas/Fort Worth industrial market experienced the The Property is well-located within the Meacham Fossil 35th consecutive quarter of positive net absorption in Q2- Creek industrial area at the intersection of Mark IV and 2019 with just over 5.2 million SF of positive net absorption Great Southwest Parkways, less than a mile from Interstate during the quarter. Overall market vacancy rate decreased 35 and Loop 820. This central location in the DFW slightly to 6.0% marketwide on a total inventory of 792 metroplex allows users to service the growing local million SF (CBRE). population base; notably, nearly all of the DFW metro area is located within a one-hour drive time from the Property. Key Events / Recent Updates The quality of the micro location is evidenced by the • In Q2-2019, the Venture continued construction at the number of prominent companies across a variety of Property during. industries that have a presence in the area, including • In Q1-2019, the Venture closed on a $38 million loan national logistics providers (Fedex Freight, OHL); food with Cross First Bank. operations (Americold, Frito Lay, Del Monte, Red Bull, Pepsico, Campbell's, Coca Cola, Tysons); and other The Investment notable corporate occupiers (Amazon, Lego, Cardinal ($ in thousands, except per unit amount) Health, Trane, Dillard's, Bobcat). The Property's infill nature Location Fort Worth, TX provides many benefits including proximity to: 1) major population and business centers, 2) major cargo airports Property Type Industrial and intermodal hubs, and 3) major freeway infrastructure. Size 1,023,500 Rentable SF The location affords users immediate highway access Acquisition Date November 30, 2018 along US Interstate 35W and Loop 820 and offers quick Acquisition All-In Cost $ 7,732 access to US Interstate 30 (6.2 miles south). Further, the Cost at Completion $ 59,555 Property is located only 12 miles south of Alliance Airport Cost Per SF $ 58 and 16 miles west of DFW Airport. Current Asset Valuation $ 11,447 Carlyle views this investment opportunity as compelling for The current asset valuation increased by 23% from prior the following reasons: quarter due to construction progress during Q2-2019. • Attractive location near major highways; Current Capital Structure • Appealing market dynamics in the DFW industrial (in thousands) market, more specifically the Meacham/Fossil Creek submarket; Debt $ 0 0.0% Equity – Fund VIII 10,613 95.0% • Flexible design that allows the park to cater to a Equity – CHI 559 5.0% multitude of tenants; and Total Capitalization $ 11,172 100.0% • Attractive cost basis.

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Projected Capital Structure

(in thousands) Debt $ 37,884 63.7% Equity - Fund VIII 20,560 34.5% Equity - CHI 1,082 1.8% Total Capitalization $ 59,526 100.0% Debt Information ($ in thousands) Lender Cross First Bank Total Principal Available $ 37,919 Balance Outstanding $ 11,881 Interest Rate Spread 2.50% Index LIBOR Maturity Date March 6, 2023 Extensions Available (1) One 1-Year Extension

(1) Extension requires (i) payment of 0.20% extension fee, (ii) a min Debt Service of 1.25, (iii) a max LTV of 65%, and (iv) project completion.

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CHI - New Salem Road Jefferson, GA

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Background The current expected project development timeline is as follows: On September 22, 2017, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Crow Holdings Industrial (“CHI”) • November 2017: Commence construction; (collectively, the “Venture”) acquired a 74-acre industrial- • November 2018: Complete construction, and zoned parcel of land in Jefferson, GA for $4.2 million ($1.25 per net land SF; $58k/acre; $6.57/RSF). The • July 2020: Complete lease-up and reach Venture intends to develop a 635,412 SF state-of-the-art, stabilization cross-dock warehouse-distribution facility (the “Property”). Atlanta, GA Market Located within the 171 million SF Northeast submarket of Atlanta, the Property is immediately south of the Highway Strong net absorption in the first and second quarters of 129 exit from Interstate 85, a critical distribution artery of 2019 has brought marketwide vacancy to 91.9% and the southeastern U.S. average asking rents to $5.20 PSF. Looking ahead, the development pipeline will remain active as almost 19.3 The Property is located within the Jackson County bulk million SF of space is under construction (15.4 million SF industrial corridor which is the micro-market of the highly spec), including eight buildings measuring over 900k SF sought after Northeast submarket. Totaling approximately (CBRE). 170 million SF, the Northeast submarket is Atlanta's largest industrial submarket. Located along I-85 in the northern Key Events / Recent Updates section of the Northeast submarket, this micro-market has • In Q2-2019, and the Venture is focused on leasing the become a premier location for regional and national Property to a single or multiple tenants. distribution centers and ecommerce users due to its access • In Q4-2018, construction at the Property was to I-85 and strong logistical location being able to reach completed. 80% of the US consumer market by two-day truck delivery. It is also located one mile from a UPS freight The Investment terminal and 11 miles from a new FedEx Ground hub ($ in thousands, except per unit amount) currently under construction in Braselton. The proximity to Location Jefferson, GA I-85 and superior access are unmatched by other developments in the submarket. The Property is the most Property Type Industrial in-fill development location within the Northeast submarket Size 635,412 Rentable SF that can accommodate a user greater than 500,000 SF. Acquisition Date September 22, 2017

Carlyle views the investment as compelling for the Acquisition All-In Cost $ 4,650 following reasons: Cost at Completion $ 30,750 Cost Per SF $ 48 • Strong demand drivers in the Atlanta industrial market combined with a limited supply pipeline in the Current Asset Valuation $ 29,923 submarket; The current asset valuation is consistent with prior quarter. • Strategic location in the Jackson County bulk Current Capital Structure industrial corridor, with easy access to major (in thousands) transportation channels; Debt $ 15,735 59.8% • Modern, functional industrial product will be able to Equity - Fund VIII 9,686 36.9% cater to a wide array of tenants, from e-commerce to third party logistics; and Equity - CHI 857 3.3% Total Capitalization $ 26,278 100.0% • Continued partnership with CHI, an experienced and seasoned industrial developer.

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Projected Capital Structure (in thousands) Debt $ 19,987 65.0% Equity - Fund VIII 9,687 31.5% Equity - CHI 1,076 3.5% Total Capitalization $ 30,750 100.0% Debt Information ($ in thousands) Lender Commerce Bank Total Principal Available $ 19,987 Balance Outstanding $ 15,735 Interest Rate Spread 2.75% Index LIBOR Maturity Date October 13, 2020 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires (i) payment of 0.20% extension fee, (ii) a min DSCR of 1.00, (iii) a max LTV of 65%, and (iv) project completion. Second Extension requires (i) payment of 0.375% extension fee, a (ii) DSCR of 1.20 to 1.00, and (iii) a max LTV of 60%.

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CHI - Randalls Houston Houston, TX

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Background Key Events / Recent Updates On February 16, 2018, Carlyle Realty Partners VIII, L.P. • As of Q2-2019, the Property is still in the (“Carlyle”) and Crow Holdings Industrial (“CHI”) formed redevelopment phase. The Venture continues to CRP/CHI Randalls Owner, L.P. (the “Venture”) and market the space for lease. acquired a 70.24-acre parcel of land (the “Property”) in northwest Houston, TX for $42.0 million ($5 per net land The Investment SF; $60 per existing SF, $38 per FAR). Located at 10700 ($ in thousands, except per unit amount) Telge Road, less than one mile from a Highway 290 Location Houston, TX interchange, the Property was operated as the Randall's Property Type Industrial grocery store chain's regional distribution center. It is Size 1,083,036 Rentable SF currently improved with a 700,644 SF industrial building Acquisition Date February 16, 2018 that includes 217,320 SF of highly-functional refrigerated Acquisition All-In Cost $ 42,953 warehouse space. Cost at Completion $ 86,521 The Venture plans to 1) redevelop the existing building into Cost Per SF $ 79 standalone 224,416 SF freezer/cooler and 400,238 SF Current Asset Valuation $ 80,899 cross-dock distribution buildings; and 2) on excess land, develop three new state-of-the-art, shallow bay industrial The current asset valuation increased by 23% from prior buildings totaling 461,280 SF. In total, the redeveloped quarter due to construction progress during Q2-2019. campus will feature six buildings totaling 1,083,934 SF of

Class A industrial space. Current Capital Structure (in thousands) Carlyle views the investment as compelling for the Debt $ 38,285 57.1% following reasons: Equity - Fund VIII 27,358 40.8% • Attractive market dynamics in the Houston industrial Equity - CHI 1,415 2.1% market, more specifically the Northwest submarket; Total Capitalization $ 67,058 100.0% • Flexible design that allows the park to cater to a multitude of tenants; and Projected Capital Structure (in thousands) • Attractive cost basis. Debt $ 53,010 61.5% In Q2-2018, the Venture closed on a $56 million Equity - Fund VIII 30,923 35.9% construction loan with Cross First Bank. Equity - CHI 2,262 2.6% Houston, TX Market Total Capitalization $ 86,195 100.0% Industrial absorption climbed out of negative territory and into a more familiar place this quarter, with a strong 2.9 million sq. ft. of industrial space absorbed in Q2 2019. Vacancy jumped 10 basis points to 5.5%. 11.2 million sq. ft. of new industrial product broke ground this quarter, which brings the year-to-date total up to a solid 13.6 million sq. ft. Continued job and population growth, a growing e-commerce enterprise, and heightened activity in the Port of Houston are driving demand for industrial space across the Houston metro (CBRE)

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Debt Information ($ in thousands) Lender Cross First Bank Total Principal Available $ 56,172 Balance Outstanding $ 38,285 Interest Rate Spread 3.00% Index LIBOR Maturity Date December 26, 2021 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires (i) payment of 0.20% extension fee, (ii) a min DSCR of 1.25 to 1.00, (iii) max LTV of 65%, and (iv) project completion. Second Extension requires (i) payment of 0.20% extension fee, (ii) a DSCR of 1.25 to 1.00, and (iii) max LTV of 65%.

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CHI - Southside Logistics Center Atlanta, GA

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Background • October 2018: Complete construction, lease-up and reach stabilization. On October 10, 2017, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Crow Holdings Industrial (“CHI”) Atlanta, GA Market (collectively, the “Venture”) acquired an 11-acre industrial- Strong net absorption in the first and second quarters of zoned parcel of land in Atlanta, GA (the “Property) for 2019 has brought marketwide vacancy to 91.9% and $900,000. The Venture intends to develop a 135,200 SF average asking rents to $5.20 PSF. Looking ahead, the state-of-the-art, rear-load warehouse. The Property is development pipeline will remain active as almost 19.3 located in between Interstates 285 and 75, offering million SF of space is under construction (15.4 million SF excellent accessibility to logistics oriented users. It spec), including eight buildings measuring over 900k SF provides an ideal location for cargo carriers, freight (CBRE). forwarders, and local service providers, surrounding Hartsfield-Jackson International Airport, which is the Key Events / Recent Updates busiest passenger airport in the world and the tenth busiest • As of Q2-2019, the occupancy is 100%. cargo airport in the United States. • Construction at the Property was completed in Q4- The Property is in the Southside Industrial Business Park, 2019. located in an Opportunity Zone and home to tenants such as Delta Airlines, FEMA, UPS Supply Chain, and Crane • The Venture signed a full-building lease for the Freight Services. The highly sought after Airport Property with RR Donnelley which commended in Q4- submarket, primarily comprised of institutionally-owned 2018. industrial parks leased to sticky logistics-oriented users, is The Investment one of Atlanta's most infill industrial areas and benefits ($ in thousands, except per unit amount) from high barriers to entry given the limited land supply for development. The Project will be one of the first new Location Atlanta, GA deliveries to the 12.3 million SF Airport industrial Property Type Industrial submarket since 2008. Size 135,200 Rentable SF

Carlyle views the investment as compelling for the Acquisition Date October 10, 2017 following reasons: Acquisition All-In Cost $ 1,303 Cost at Completion $ 10,438 • Strong demand drivers in the Atlanta industrial market combined with a limited supply pipeline in the Cost Per SF $ 77 submarket; Occupancy 100% Current Asset Valuation $ 13,174 • Strategic location in the Airport industrial area, one of Atlanta's most infill industrial pockets and a favorite of The current asset valuation increased by 6% from prior industrial investors; quarter from the prior quarter as supported by recent • Modern, functional industrial product will be able to broker guidance. cater to a wide array of tenants, from e-commerce to Capital Structure third party logistics; and (in thousands) • Continued partnership with CHI, an experienced and Debt $ 6,717 65.0% seasoned industrial developer. Equity - Fund VIII 3,260 31.5% The current expected project development timeline is as Equity - CHI 366 3.5% follows: Total Capitalization $ 10,343 100.0% • December 2017: Commence construction; and

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Debt Information ($ in thousands) Lender Whitney Bank Total Principal Available $ 6,717 Balance Outstanding $ 6,717 Interest Rate Spread 2.75% Index LIBOR Maturity Date October 10, 2020 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires (i) payment of 0.20% extension fee, (ii) a min DSCR of 1.10 to 1.00, (iii) a max LTV of 65%, and (iv) project completion. Second Extension requires (i) payment of 0.20% extension fee, (ii) a DSCR of 1.25 to 1.00, and (iii) a max LTV of 65%.

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CHI - Veronica Avenue Franklin, NJ

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Background New York/ Northern New Jersey Market On January 15, 2019, Carlyle Realty Partners VIII, L.P. The New York/ Northern New Jersey industrial market is (“Carlyle”) and Crow Holdings Industrial (“CHI”) the 3rd largest industrial market in the United States, and (collectively, the “Venture”) acquired a 99-acre parcel of boasts 829 million SF of inventory, up from 827 million SF land (the “Property”) for $38.8 million ($41.9 per buildable in Q1 2019. Overall vacancy was 3.0% as of Q2-2019, square foot). The Venture intends to develop a Class A down 0.2% from 3.2% in Q1-2019. The market also industrial building totaling 923,800 SF. experienced its 30th consecutive quarter of positive net absorption in Q2-2019 with just over 3.6 million SF of The Property is well-located within the Exit 9 / Brunswick positive net absorption during the quarter (CBRE). submarket, directly on Route 27 and just 5 miles from I-95. This central location allows users to service Northern New Key Events / Recent Updates Jersey as well as the NYC metro area. The micro market is • In Q2-2019, the Venture closed on a $64 million seen as a value proposition to some of the more expensive construction loan with Comerica. options in the Exit 10 / Route 287 corridor. The Property provides many benefits including proximity to major • In Q2-2019, site work at the Property commenced. population and business centers, cargo airports and The Investment intermodal hubs, and freeway infrastructure. The location ($ in thousands, except per unit amount) affords users immediate highway access along Route 27, Interstate 287 and I-95. The Property is also 1.8 miles from Location Franklin, NJ the Jersey Avenue train station, which is attractive for Property Type Industrial users with larger labor requirements. It is also located 28 Size 923,800 Rentable SF miles (30-minute drive) to Newark Liberty International Acquisition Date January 15, 2019 Airport. Acquisition All-In Cost $ 39,308 Carlyle views this investment opportunity as compelling for Cost at Completion $ 106,721 the following reasons: Cost Per SF $ 115 • Competitive position/micro location with upside Current Asset Valuation $ 47,087 potential on market rent; The current asset valuation increased by 10% from prior • Healthy NY/ Northern New Jersey industrial sector quarter due to construction progress during Q2-2019. with strong market fundamentals; and Current Capital Structure • Superior functional building design; and (in thousands) Attractive cost basis. Debt $ 0 0.0% The current expected project development timeline is as Equity - Fund VIII 39,665 95.0% follows: Equity - CHI 2,088 5.0% • May 2019: Commence construction; Total Capitalization $ 41,753 100.0% • December 2019: Receive temporary certificate of Projected Capital Structure occupancy; (in thousands) • March 2020: Complete construction; and Debt $ 63,573 59.2% • December 2020: Complete lease-up and reach Equity - Fund VIII 41,590 38.7% stabilization. Equity - CHI 2,189 2.1% Total Capitalization $ 107,352 100.0%

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Debt Information ($ in thousands) Lender Comerica Bank Total Principal Available $ 63,573 Balance Outstanding $ 0 Interest Rate Spread 2.35% Index LIBOR Interest Rate Floor 1.50% Maturity Date July 31, 2023 Extensions Available(1) One 1-Year Extension

(1) Extension is a subject to: receipt of completion and certificate of occupancy, min 1.20x DSCR, min stabilized LTV of 60.0%, min 9.1% Debt Yield, and 15 bps extension fee on the outstanding balance.

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Marwest - 91st & Buckeye Phoenix, AZ

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Background outpaces supply. Net absorption in Q2-2019 continued to reflect steady growth in the market, posting 1.0 million SF On May 16, 2019, Carlyle Realty Partners VIII, L.P. absorbed, bringing the market wide vacancy to 91% (“Carlyle”) and Marwest (“Marwest”) (collectively, the (CBRE). “Venture”) acquired a 47-acre parcel of land in Phoenix, AZ (the “Property”) for $7.9 million ($15.37/RSF). Key Events / Recent Updates The Venture intends to develop three buildings of 229k- • In Q2-2019, pre-development commenced at the 256k SF, totaling 728k SF. The best-in-class specs include Property. rear-loading, 32' clear heights, ESFR sprinklers, 125-180' • In Q2-2019, the Venture closed on a $37 million loan independent truck courts per building, 98 dock-high doors, with Western Alliance Bank. and 619 auto parking spots. The Property has frontage on both 91st and Buckeye, major arterial streets. Building The Investment depths (242'-260') and configuration allow for ~250k SF ($ in thousands, except per unit amount) single-tenant users or can be demised in a variety of Location Phoenix, AZ configurations to as small as 25k SF spaces, providing for Property Type Industrial more flexibility than most other competitive projects. This positions the Property to cater to a wide variety of users Size 728,390 Rentable SF from e-commerce retailers to third party logistics providers, Acquisition Date May 16, 2019 to traditional regional and local distributors. Acquisition All-In Cost $ 8,477

Carlyle views this investment opportunity as compelling for Cost at Completion $ 57,608 the following reasons: Cost Per SF $ 79 Current Asset Valuation $ 7,914  Excellent location with superior transportation access; Current Capital Structure  Strong market dynamics of the greater Phoenix (in thousands) industrial market, including continued job growth; Debt $ 0 0.0%  Favorable supply & demand dynamics in the Equity - Fund VIII 10,795 95.0% Southwest Valley submarket; and Equity - Marwest 567 5.0%  Modern and functional industrial product designed to Total Capitalization $ 11,363 100.0% penetrate a variety of tenant types anticipated in the market. Projected Capital Structure (in thousands) The current expected project construction timeline is as follows: Debt $ 36,917 64.1% Equity - Fund VIII 19,657 34.1%  June 2019: Commence construction; Equity - Marwest 1,035 1.8%  February 2020: Complete construction; and Total Capitalization $ 57,609 100.0%  February 2022: Complete lease-up and reach stabilization. Phoenix, AZ Market The Phoenix industrial market continues to experience increasing levels of tenant demand. Per CBRE, vacancy rates peaked in 2009 at 16.1% but have decreased meaningfully since the Great Recession as demand

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Debt Information ($ in thousands) Lender Western Alliance Bank Total Principal Available $ 36,917 Balance Outstanding $ 0 Interest Rate Spread 3.35% Index LIBOR Maturity Date May 15, 2022 Extensions Available (1) One 2-Year Extension

(1) Extension requires: (i) payment of 0.25% extension fee, (ii) a min DSCR of 1.35x to 1.00x, (iii) a min Debt Yield of 9.00%, and (iv) project completion.

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Marwest - The Landing Mesa, AZ

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Background Phoenix, AZ Market On August 23, 2018, Carlyle Realty Partners VIII, L.P. The Phoenix industrial market continues to experience (“Carlyle”) and Marwest (“Marwest”) (collectively, the increasing levels of tenant demand. Per CBRE, vacancy “Venture”) acquired a 21-acre parcel of land in Mesa, AZ rates peaked in 2009 at 16.1% but have decreased (the “Property”) for $4.2 million ($4.75 per net land SF; meaningfully since the Great Recession as demand $15.37 per RSF). The Venture intends to develop six outpaces supply. Net absorption in Q2-2019 continued to buildings totaling 281,133 SF of light industrial product. reflect steady growth in the market, posting 1.0 million SF Located within the East Gilbert submarket of the Southeast absorbed, bringing the marketwide vacancy to 91% Valley, the Property represents the first phase of a 100- (CBRE). acre multi-year development site. Key Events / Recent Updates The Property benefits from direct frontage on Ray Road • In Q2-2019, construction at the Property was and the Loop 202. The 202 enables quick access to the I- completed and Venture continues to market the 10, 60 and 87 freeways, providing multiple corridors to Property for lease. access the greater Phoenix area and beyond. The Property is located adjacent to the Phoenix Mesa Gateway Airport, • As of June 30, 2019, the Property was 14% leased, which, in January 2018, was announced as the country's consistent with prior quarter. first international air cargo hub to house both Mexican and The Investment United States Customs (“Skybridge UCP”). Skybridge ($ in thousands, except per unit amount) UCP is expected to transform Mesa into an international e- commerce hub. Located a few miles east of the Property, Location Mesa, AZ and further encouraging the Mesa transformation is the Property Type Industrial Eastmark Master Plan Community. With over 1,000 sales a Size 281,133 Rentable SF year, Eastmark is the sixth fastest growing master-planned Acquisition Date August 23, 2018 communities in the country. Acquisition All-In Cost $ 4,336 Carlyle views this investment opportunity as compelling for Cost at Completion $ 30,556 the following reasons: Cost Per SF $ 108 • Strong market dynamics of the greater Phoenix Occupancy 14% industrial market, including continued job growth; Current Asset Valuation $ 26,602

• Favorable supply & demand dynamics leading to The current asset valuation increased by 52% from prior record low vacancy rates in the East Gilbert quarter due to construction progress during Q2-2019. submarket; and Capital Structure • Modern and functional industrial product that is (in thousands) designed to penetrate a variety of tenant types anticipated in the market, particularly to multi-tenant Debt $ 14,787 50.5% and smaller users. Equity - Fund VIII 13,863 47.3%

The current expected project construction timeline is as Equity - Marwest 632 2.2% follows: Total Capitalization $ 29,282 100.0%

• August 2018: Commence construction;

• May 2019: Complete construction; and

• June 2020: Complete lease-up and reach stabilization.

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Debt Information ($ in thousands) Lender Western Alliance Bank Total Principal Available $ 20,480 Balance Outstanding $ 14,787 Interest Rate Spread 2.75% Index LIBOR Maturity Date August 23, 2021 Extensions Available (1) One 2-Year Extension

(1) Extension requires (i) payment of 0.25% extension fee, (ii) a DSCR of not less than 1.35x to 1.00x, (iii) Debt Yield of not less than 9.00%, and (iv) project completion.

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Oakmont Portfolio Various

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Background Unrealized Investments On August 1, 2011, Carlyle Realty Partners VI, L.P. Kadota & State, Montclair, CA (“Carlyle”) and Oakmont Industrial Group, L.L.C. On February 20, 2018, Carlyle Realty Partners VIII, L.P. (“Oakmont”) formed a programmatic joint venture (“Carlyle”) and Oakmont Industrial Group, L.L.C. (collectively, the "Venture") to focus on the acquisition of (“Oakmont”) (collectively, the “Venture”) acquired a parcel existing industrial properties and the selective acquisition of of land totaling 6.9 acres (the “Property”) for $7.4 million land and development of industrial properties. The goal of ($24.42/land SF). The Property is located approximately the Venture is to aggregate a portfolio of high-quality, well- two miles from I-10 and Route 60, both of which are major located industrial assets over a period of three to five years east-west thoroughfares. The Venture intends to develop a and to exit the investments through a series of strategic state-of-the-art, front-load warehouse distribution facility sales or in a single transaction, such as a recapitalization totaling 139,000 SF. of the Venture with third-party “draft” capital, a bulk sale of the assets of the Venture, or a public offering of the Key Events / Recent Developments Venture. On December 19, 2014, Carlyle elected to form a  In Q2-2019, the Venture continued development at the second venture with Oakmont to contribute up to an Property, landscaping and storefronts. additional $50 million of capital for a total of $125 million over an 18-month investment period. The Investment Program Agreement ($ in thousands, except per unit amount) On May 5, 2017, Carlyle elected to form a third venture Location Montclair, CA with Oakmont to contribute up to an additional $80.9 Property Type Industrial million of capital. The programmatic joint venture Size 139,000 Rentable SF extends a previous $125 million agreement originally Acquisition Date February 20, 2018 formed with Carlyle Realty Partners VI, L.P and Carlyle Acquisition All-In Cost $ 7,840 Realty Partners VII, L.P. The Venture will seek to acquire Cost at Completion $ 18,094 and develop Class A industrial properties throughout major markets. Carlyle will fund 93% of equity Cost Per SF $ 130 commitments, while Oakmont will fund 7% of equity Current Asset Valuation $ 17,324 commitments and continue to serve as the development The current asset valuation increased by 24% from prior partner and property manager. quarter due to construction progress and positive market Market Status dynamics during Q2-2019. Inland Empire, CA Market Current Capital Structure (1) The Inland Empire industrial market continues to (in thousands) experience increasing levels of demand, driven by steady Debt $ 4,880 42.6% port activity and businesses seeking to modernize their Equity – Fund VIII 6,124 53.4% distribution infrastructure and realize operational efficiencies. Net absorption of 5.2 million SF in Q2-2019 Equity – Oakmont 461 4.0% has taken the market’s vacancy rate to 3.0%. Asking lease Total Capitalization $ 11,465 100.0% rates for warehouse product continue to trend upwards, (1) Transaction required an all-cash closing. Excess equity was returned to the partnership at loan closing. averaging $0.62 PSF per month in the Inland Empire West as of Q2-2019 (CBRE Research).

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Projected Capital Structure years, the Rialto submarket has seen a large amount of development of industrial product, elevating the area as a (in thousands) core location for tenants and institutional owners and Debt (1) $ 11,138 62.1% contributing to a highly-desirable business park setting. Equity – Fund VII 6,202 34.6% Key Events / Recent Developments Equity – Oakmont 591 3.3%  In Q2-2019, the Venture continued demolition on the Total Capitalization $ 17,931 100.0% Property and received a grading permit, with Debt Information construction expected to commence in Q3-2019. ($ in thousands) The Investment Lender Suntrust ($ in thousands, except per unit amount) Total Principal Available $ 11,535 Balance Outstanding $ 4,880 Location Rialto, CA Interest Rate Spread 2.35% Property Type Industrial Index LIBOR Size 155,000 Rentable SF Maturity Date October 31, 2021 Acquisition Date August 2, 2018 Extensions Available None Acquisition All-In Cost $ 6,496

Cost at Completion $ 18,847 Tamarind & Baseline, Rialto, CA Cost Per SF $ 120 On August 2, 2018, Carlyle Realty Partners VIII, L.P. Current Asset Valuation $ 9,610 (“Carlyle”) and Oakmont Industrial Group, L.L.C. (“Oakmont”) (collectively, the “Venture”) acquired a 7.79- The current asset valuation increased by 33% from prior acre parcel of land (the “Property”) for $6.0 million quarter due to positive market dynamics during Q2-2019. ($17.67/land SF). The Property is located at the Current Capital Structure (1) intersection of Tamarind Avenue and Baseline Avenue in (in thousands) Rialto, CA, less than one mile SR-210. The Venture intends to develop a state-of-the-art, front-load warehouse Debt $ 0 0% distribution facility totaling approximately 155,000 SF. The Equity – Fund VIII 6,642 93.0% Property will feature ESFR sprinklers, 32’ clear ceiling Equity – Oakmont 499 7.0% height, 18 dock high doors with two drive-in doors, 26 Total Capitalization $ 7,141 100.0% trailer stalls and 89 auto parking stalls. The concrete-tilt up building will offer a 185’ secure concrete truck court that is Projected Capital Structure accessible via separate, dedicated access points on the (in thousands) north and south ends, which allows the building to be Debt (1) $ 12,248 64.8% demised for multiple smaller users. Equity – Fund VII 6,150 32.5% The Property is located within the Renaissance Rialto Equity – Oakmont 511 2.7% Business Park, a 16.2 million SF industrial park in the City of Rialto. It benefits from immediate access to SR-210, the Total Capitalization $ 18,909 100.0% newest east-west freeway in the Inland Empire, from the Alder Avenue interchange (~1.0 mile). While Rialto is statistically tracked in the Inland Empire East, it is widely considered an Inland Empire West location by both the tenant and investment communities. Over the past several

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Valley & Live Oak, Fontana, CA Current Capital Structure (1) On October 12, 2018, Carlyle Realty Partners VIII, L.P. (in thousands) (“Carlyle”) and Oakmont Industrial Group, L.L.C. Debt $ 0 0% (“Oakmont”) (collectively, the “Venture”) acquired a 10.87- Equity – Fund VIII 9,920 93.0% acre parcel of land (the “Property”) for $9.5 million Equity – Oakmont 747 7.0% ($20.09/land SF). The Property is located at the intersection of Live Oak Avenue and Washington Drive in Total Capitalization $ 10,667 100.0%

Fontana, CA, visible from I-10 and a half a mile from the (1) Transaction required an all-cash closing. Once construction financing closes, the Cherry Avenue interchange. The Venture intends to Venture equity in excess of 40% will be returned. develop a state-of-the-art, front-load warehouse distribution Projected Capital Structure facility totaling approximately 236,800 SF. The Property will (in thousands) feature ESFR sprinklers, 32’ clear ceiling height, 53 trailer stalls and 128 auto parking stalls. Debt (1) $ 18,115 63.9%

The Property is located in the Fontana submarket of the Equity – Fund VII 9,049 31.9% Inland Empire West, with highway visibility and immediate Equity – Oakmont 1,174 4.2% access to the I-10 Cherry Ave interchange. Over the past Total Capitalization $ 28,338 100.0% several years, the Fontana submarket has seen a large (1) Represents an estimated loan amount. amount of development and redevelopment of industrial product, elevating the area as a core location for tenants Sierra Business Park II, Fontana, CA and institutional owners. The desirability of the micro On March 22, 2019, Carlyle Realty Partners VIII, L.P. location is made evident by the high quality of tenants that (“Carlyle”) and Oakmont Industrial Group, L.L.C. operate there. (“Oakmont”) (collectively, the “Venture”) acquired a 4.77- acre parcel of land (the “Property”) for $5.3 million Key Events / Recent Developments ($25.27/land SF). The Property is located on Tamarind  In Q2-2019, the Venture continued pre-development Avenue approximately 1.2 miles from the Sierra Avenue and commenced demolition. interchange with Interstate 10. The Venture intends to The Investment develop a state-of-the-art, front-load warehouse distribution facility totaling approximately 99,999 SF. The Property will ($ in thousands, except per unit amount) feature ESFR sprinklers, 30’ clear ceiling height, 23 dock Location Fontana, CA high and two drive-in loading doors, and 83 auto parking Property Type Industrial stalls. Size 236,800 Rentable SF The Property is located in the Fontana submarket of the Acquisition Date October 12, 2018 Inland Empire West, with highway visibility and immediate access to the I-10 Sierra Avenue interchange. Over the Acquisition All-In Cost $ 9,585 past several years, the Fontana submarket has seen a Cost at Completion $ 27,909 large amount of development and redevelopment of Cost Per SF $ 118 industrial product, elevating the area as a core location for Current Asset Valuation $ 12,553 tenants and institutional owners. The desirability of the micro location is made evident by the high quality of The current asset valuation increased 27% due to positive tenants that operate there. market dynamics.

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Key Events / Recent Developments SF. The Property will feature ESFR sprinklers, 30’ clear ceiling height, 14 dock high and two drive-in loading doors,  In Q2-2019, the Venture continued pre-development and 105 auto parking stalls. at the Property. The Property is located in the Ontario submarket of the Inland The Investment Empire West, with highway visibility and immediate access to ($ in thousands, except per unit amount) the I-10 Vineyard Avenue interchange. The Ontario Location Fontana, CA submarket is the largest micro-market in the Inland Empire with a base inventory of over 103 million SF, and has Property Type Industrial historically exhibited lower vacancy rates that the market Size 99,999 Rentable SF overall. Acquisition Date March 22, 2019 Acquisition All-In Cost $ 5,443 Key Events / Recent Developments Cost at Completion $ 14,933  In Q2-2019, the Venture acquired the Property and commenced pre-development. Cost Per SF $ 149 Current Asset Valuation $ 6,013 The Investment ($ in thousands, except per unit amount) The current asset valuation increased 13% due to positive market dynamics. Location Ontario, CA Current Capital Structure Property Type Industrial (in thousands) Size 127,100 Rentable SF Acquisition Date June 13, 2019 Debt $ 0 0% Acquisition All-In Cost $ 10,119 Equity – Fund VIII 5,162 93.0% Cost at Completion $ 20,769 Equity – Oakmont 389 7.0% Cost Per SF $ 163 Total Capitalization $ 5,551 100.0% Current Asset Valuation $ 10,050 Projected Capital Structure Initial valuation. (in thousands)

Debt (1) $ 8,957 60.0% Current Capital Structure (in thousands) Equity – Fund VII 5,555 37.2% Equity – Oakmont 421 2.8% Debt $ 0 0% Total Capitalization $ 14,933 100.0% Equity – Fund VIII 9,579 93.0% Equity – Oakmont 721 7.0% (1) Represents an estimated loan amount. Total Capitalization $ 10,300 100.0% Airport Drive, Ontario, CA On June 13, 2019, Carlyle Realty Partners VIII, L.P. Projected Capital Structure (“Carlyle”) and Oakmont Industrial Group, L.L.C. (“Oakmont”) (in thousands) (collectively, the “Venture”) acquired a 5.56-acre parcel of Debt (1) $ 12,430 59.5% land (the “Property”) for $10.1 million ($41.5/land SF). The Equity – Fund VII 7,724 36.9% Property is located on Airport Drive approximately 1.5 miles Equity – Oakmont 755 3.6% from the Vineyard Avenue interchange with Interstate 10. The Venture intends to develop a state-of-the-art, front-load Total Capitalization $ 20,909 100.0% warehouse distribution facility totaling approximately 127,100 (1) Represents an estimated loan amount.

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TCC - 59th & Lower Buckeye Phoenix, AZ

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Background Phoenix, AZ Market On July 30, 2018, affiliates of Carlyle Realty Partners The Phoenix industrial market continues to experience (“Carlyle”) and Trammell Crow Company (“TCC”) formed increasing levels of tenant demand. Per CBRE, vacancy CRP/TCC 202 West Logistics Venture, L.L.C. (the rates peaked in 2009 at 16.1% but have decreased “Venture”) and acquired a 38.5-acre parcel of land in the meaningfully since the Great Recession as demand Southwest Valley submarket of Phoenix, AZ for $5.5 outpaces supply. Net absorption in Q2-2019 continued to million. The Venture intends to develop a state-of-the-art, reflect steady growth in the market, posting 1.0 million SF cross-load warehouse distribution facility totaling absorbed, bringing the marketwide vacancy to 9% approximately 554,331 SF (the “Property”). (CBRE). The Property is situated on 59th Avenue between Lower Key Events / Recent Updates Buckeye and W Broadway Roads less than one mile from • Construction was substantially completed in Q2-2019. a future diamond interchange with Loop 202 and The Venture continues to market the Property for approximately two miles from Interstate 10. The Southwest lease. Valley serves as a burgeoning location for e-commerce users seeking to distribute to the strongly growing local The Investment market and the broader Southwestern U.S. given low ($ in thousands, except per unit amount) operating costs relative to Southern California. The Location Phoenix, AZ submarket is home to a number of established corporate Property Type Industrial tenants, including Amazon, The Home Depot, Target, Costco, Staples, Pepsico, McKesson, Kroger, SaraLee, Size 554,331 Rentable SF Albertsons, and Quaker. Acquisition Date July 30, 2018 Acquisition All-In Cost $ 5,632 Carlyle views this investment opportunity as compelling for the following reasons: Cost at Completion $ 35,391 Cost Per SF $ 63 • Highly favorable supply and demand fundamentals as Current Asset Valuation $ 26,950 Phoenix's industrial market and the Southwest Valley submarket are showing signs of stabilization with near The current asset valuation increased by 46% from prior record low vacancy rates of 7% to 8%; quarter due to construction progress during Q2-2019. • Strategic industrial location in the Southwest Valley Current Capital Structure market that has the largest concentration of big-box (in thousands) distribution facilities; and Debt $ 10,345 45.6% • Modern and functional distribution product with best- Equity - Fund VIII 11,708 51.7% in-class industrial specification that could cater to a Equity - TCC 616 2.7% wide variety of users from e-commerce retailers, third- party logistics providers, and traditional regional and Total Capitalization $ 22,669 100.0% local distributors. Projected Capital Structure The current expected project construction timeline is as (in thousands) follows: Debt $ 22,887 64.7% • September 2018: Commence construction; Equity - Fund VIII 11,871 33.5% Equity - TCC 634 1.8% • June 2019: Complete construction; and Total Capitalization $ 35,392 100.0% • June 2020: Complete lease-up and reach stabilization.

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Debt Information ($ in thousands) Lender Comerica Bank Total Principal Available $ 22,887 Balance Outstanding $ 10,345 Interest Rate Spread 2.75% Index LIBOR Maturity Date January 29, 2022 Extensions Available (1) One 1-Year Extension

(1) Extension requires (i) payment of 0.25% extension fee, (ii) min DSCR of 1.20x to 1.00x, (iii) max LTV of 65%, and (iv) project completion.

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TCC - 99th & Van Buren Tolleson, AZ

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 349 June 30, 2019 Update

Background • June 2019: Complete lease-up and reach stabilization. On December 15, 2017, Carlyle Realty Partners VIII, L.P. Phoenix, AZ Market (“Carlyle”) and Trammell Crow Company (“TCC”) The Phoenix industrial market continues to experience (collectively, the “Venture”) acquired a 22-acre parcel of increasing levels of tenant demand. Per CBRE, vacancy land in Tolleson, AZ to develop a 329,400 SF state-of-the- rates peaked in 2009 at 16.1% but have decreased art, warehouse-distribution facility. The Venture purchased meaningfully since the Great Recession as demand the Parcel for $2.3 million ($2.35 per net land SF; $103k outpaces supply. Net absorption in Q2-2019 continued to per acre; $6.89 per RSF; figures are net of retail pad sale reflect steady growth in the market, posting 1.0 million SF and excludes 1.5 acres donated to the City of Tolleson to absorbed, bringing the marketwide vacancy to 9% function as a VFW post). The contemplated development (CBRE). boasts best-in-class industrial specifications, including cross-dock loading, 36-foot clear height, ESFR sprinklers, Key Events / Recent Updates full site circulation/accessibility, 190-foot full concrete truck • On July 29 2019, the Property was sold for $34.7 courts with ample truck and auto parking, 86 dock high million. The sale generated 101% gross IRR, $6 doors, and four drive-in doors. million of gross profit, and a 1.9x gross multiple. The Southwest Valley serves as a burgeoning location for • In Q1-2019, the Venture executed a lease with Cintas e-commerce users seeking to distribute to the strongly Corporation for 109,905 SF, bringing the occupancy to growing local market and the broader Southwestern U.S. 100%. given low operating costs relative to Southern California. The submarket is home to a number of The Investment established corporate tenants: Amazon, The Home Depot, ($ in thousands, except per unit amount) Target, Costco, Staples, Pepsico, McKesson, Kroger, Location Tolleson, AZ SaraLee, Albertsons, and Quaker. Property Type Industrial Carlyle views the investment as compelling for the Size 329,400 Rentable SF following reasons: Acquisition Date December 15, 2017 • Highly favorable supply and demand fundamentals as Acquisition All-In Cost $ 2,461 Phoenix's industrial market and the Southwest Valley Cost at Completion $ 23,542 submarket are showing signs of stabilization with near Cost Per SF $ 71 record low vacancy rates of 7% to 8%; Occupancy 100% • Strategic industrial location in the Southwest Valley Current Asset Valuation $ 34,650 market that has the largest concentration of big-box distribution facilities; and The current asset valuation increased by 31% from prior quarter due to construction progress during Q2-2019. • Modern and functional distribution product with best- in-class industrial specification that could cater to a Capital Structure wide variety of users from e-commerce retailers, third- (in thousands) party logistics providers, and traditional regional and Debt $ 16,070 68.2% local distributors. Equity - Fund VIII 7,100 30.2% The current expected project construction timeline is as Equity - TCC 374 1.6% follows: Total Capitalization $ 23,544 100.0% • December 2017: Commence construction;

• July 2018: Complete construction; and

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Debt Information ($ in thousands) Lender Cadence Bank Total Principal Available $ 16,070 Balance Outstanding $ 16,070 Interest Rate Spread 3.00% Index LIBOR Maturity Date December 15, 2020 Extensions Available (1) Two 1-Year Extensions

(1) First Extension requires (i) payment of 0.15% extension fee, (ii) min Debt Yield of 8.50%, (iii) max LTV of 60%, and (iv) project completion. Second Extension requires (i) payment of 0.15% extension fee, (ii) min Debt Yield of 9.25%, and (iii) max LTV of 60%.

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Triten - Fairmont Pasadena, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 353 June 30, 2019 Update

Background The current expected project development timeline is as follows: On June 11, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Triten Real Estate Partners (“Triten”) (the • August 2018: Commence construction; “Venture”) acquired Triten - Fairmont (the “Property”), a • August 2019: Complete construction; and 14.87-acre parcel in the Southeast submarket of Houston, TX for $3.5 million. The Venture intends to develop a • April 2020: Complete lease-up. 233,190 SF cross-dock, Class A warehouse/distribution Houston, TX Market facility which will feature ESFR sprinklers, 32' clear ceiling heights, 55 dock high doors, four drive-in doors, 71 trailer Industrial absorption climbed out of negative territory and parking positions, 163 auto parking spaces, 180' truck into a more familiar place this quarter, with a strong 2.9 courts, and dedicated north and south truck court million SF of industrial space absorbed in Q2-2019. entrances. The parking, loading, and building depth for the Vacancy jumped 10 basis points to 5.5%. 11.2 million SF of Property have been designed to accommodate a multi- new industrial product broke ground this quarter, which tenant lease-up. The Venture contemplates leasing to two brings the year-to-date total up to a solid 13.6 million SF. tenants. Continued job and population growth, a growing e- commerce enterprise, and heightened activity in the Port of Located in the second largest area in the Southeast Houston are driving demand for industrial space across the submarket of Houston, the Property benefits from excellent Houston metro (CBRE). visibility from Fairmont Parkway, a major east-west four- lane divided highway. It boasts an excellent industrial Key Events / Recent Updates location due to its proximity to the Port of Houston, a 25- • The Property is expected to be substantially mile long complex servicing more than 8,200 vessels and completed in Q3-2019, and the Venture is actively 223,000 barges annually, as well as to the superior marketing the Property for lease. transportation network provided by Highway 225, the Sam Houston Tollway, and Interstates 45 and 10. The Investment ($ in thousands, except per unit amount) Carlyle views this investment opportunity as compelling for the following reasons: Location Pasadena, TX Property Type Industrial • Excellent location with superior transportation access Size 233,190 Rentable SF and proximity to the Port of Houston; Acquisition Date June 11, 2018 • Attractive market dynamics in the Houston industrial Acquisition All-In Cost $ 3,710 market where, despite sustained low oil prices, strong Cost at Completion $ 15,757 demand has been seen, with vacancy rates lower than nearly every other major industrial market and well Cost Per SF $ 67 below Houston's long-term average; Current Asset Valuation $ 13,378

• Flexible and divisible design and superior building The current asset valuation increased by 32% from prior quality due to a variety of configurations which will quarter due to construction progress during Q2-2019. position the team to cater to a wide variety of users; Current Capital Structure and (in thousands) • Strong partner, who has directly-relevant industrial Debt $ 5,815 51.5% market experience. Equity - Fund VIII 5,196 46.1% Equity - Triten 271 2.4% Total Capitalization $ 11,282 100.0%

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Projected Capital Structure (in thousands) Debt $ 10,233 65.0% Equity - Fund VIII 5,240 33.3% Equity - Triten 276 1.7 % Total Capitalization $ 15,749 100.0% Debt Information ($ in thousands) Lender Cadence Bank Total Principal Available $ 10,157 Balance Outstanding $ 5,815 Interest Rate Spread 3.15% Index LIBOR Maturity Date August 16, 2021 Extensions Available(1) Two 1-Year Extensions

(1) Extensions require minimum debt yield of 9.0% and max LTV of 60%.

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Triten - New Decade Pasadena, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 357 June 30, 2019 Update

Background Houston, TX Market On July 13, 2018, Carlyle Realty Partners VIII, L.P. Industrial absorption climbed out of negative territory and (“Carlyle”) and Triten Real Estate Partners (“Triten”) into a more familiar place this quarter, with a strong 2.9 (the “Venture”) acquired Triten - New Decade, a 5.8-acre million SF of industrial space absorbed in Q2-2019. parcel (the “Property”) in the Southeast submarket of Vacancy jumped 10 basis points to 5.5%. 11.2 million SF of Houston, TX for $1.3 million. The Venture intends to new industrial product broke ground this quarter, which develop a 102,863 SF, front-load, Class A warehouse brings the year-to-date total up to a solid 13.6 million SF. facility which will feature ESFR sprinklers, 30' clear ceiling Continued job and population growth, a growing e- heights, 21 dock-high doors, two drive-in doors, 25 trailer commerce enterprise, and heightened activity in the Port of spaces, ample auto parking, a 178' truck court and a 28' Houston are driving demand for industrial space across the fire lane providing full building circulation. Houston metro (CBRE). The Property boasts an excellent industrial location due to Key Events / Recent Updates its proximity to the Port of Houston, a 25-mile long complex • The Property is expected to be substantially servicing more than 8,200 vessels and 223,000 barges completed in Q3-2019. annually, as well as to the superior transportation network provided by Highway 225, the Sam Houston Tollway, and • As of Q2-2019, the Venture is actively marketing the Interstates 45 and 10. Property for lease. Carlyle views this investment opportunity as compelling for The Investment the following reasons: ($ in thousands, except per unit amount) • Excellent location with superior transportation access Location Pasadena, TX and proximity to the Port of Houston; Property Type Industrial • Attractive market dynamics in the Houston industrial Size 102,863 Rentable SF market where, despite sustained low oil prices, strong Acquisition Date July 13, 2018 demand has been seen, with vacancy rates lower than Acquisition All-In Cost $ 1,492 nearly every other major industrial market and well Cost at Completion $ 7,804 below Houston's long-term average; Cost Per SF $ 75 • Flexible and divisible design and superior building Current Asset Valuation $ 4,952 quality due to a variety of configurations which will position the team to cater to a wide variety of users; The current asset valuation increased by 22% from prior and quarter due to construction progress during Q2-2019.

• Strong partner, who has directly-relevant industrial Current Capital Structure market experience. (in thousands)

The current expected project development timeline is as Debt $ 2,367 46.7% follows: Equity - Fund VIII 2,562 50.6%

• August 2018: Commence construction; Equity - Triten 135 2.7% Total Capitalization $ 5,064 100.0% • August 2019: Complete construction; and

• January 2020: Complete lease-up.

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Projected Capital Structure (in thousands) Debt $ 5,082 65.0% Equity - Fund VIII 2,594 33.2% Equity - Triten 137 1.8% Total Capitalization $ 7,813 100.0% Debt Information ($ in thousands) Lender Cadence Bank Total Principal Available $ 5,008 Balance Outstanding $ 2,367 Interest Rate Spread 3.15% Index LIBOR Maturity Date August 16, 2021 Extensions Available(1) Two 1-Year Extensions

(1) Extensions require minimum debt yield of 9.0% and max LTV of 60%.

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Triten - Underwood Pasadena, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 361 June 30, 2019 Update

Background new industrial product broke ground this quarter, which brings the year-to-date total up to a solid 13.6 million SF. On June 17, 2019, Carlyle Realty Partners VIII, L.P. Continues job and population growth, a growing e- ("Carlyle") and Triten Real Estate Partners ("Triten") commerce enterprise, and heightened activity in the Port of (collectively, the "Venture") acquired a 403 SF, Class A, Houston are driving big demand for industrial space across cross-dock distribution building in the Southeast submarket the Houston metro (CBRE). of Houston, TX (the "Property") for $25.5 million.

The Property boasts an excellent industrial location due to Key Events / Recent Updates its proximity to the Port of Houston, a 25-mile long complex • In Q2-2019, the Venture received its certificate of servicing more than 8,200 vessels and 223,000 barges occupancy and is actively marketing the Property for annually, as well as to the superior transportation network lease. provided by Highway 225, the Sam Houston Tollway, and • In Q2-2019, the Venture closed on a $17 million loan Interstates 45 and 10. It will feature ESFR sprinklers, 36' with Regions Bank. clear ceiling height, LED warehouse lighting, 4,000 amp electrical service, 102 dock high doors with four drive-in The Investment doors, 86 trailer stalls, 231 auto parking stalls, 180' truck ($ in thousands, except per unit amount) courts, and a 30' fire lane providing full building Location Deer Park, TX circulation. Property Type Industrial Carlyle views this investment opportunity as compelling for Size 402,648 Rentable SF the following reasons: Acquisition Date June 17, 2019 • Excellent location with superior transportation access Acquisition All-In Cost $ 26,384 and proximity to the Port of Houston; Cost at Completion $ 29,949 • Attractive market dynamics in the Houston industrial Cost Per SF $ 74 market where, despite sustained low oil prices, strong Current Asset Valuation $ 26,272 demand has been seen, with vacancy rates lower than nearly every other major industrial market and well Current Capital Structure below Houston's long-term average; (in thousands) Debt $ 13,218 49.7% • Flexible and divisible design and superior building (1) quality due to a variety of configurations, which will Equity – Fund VIII 12,698 47.8% position the team to cater to a wide variety of users; Equity - Triten 668 2.5% and Total Capitalization $ 26,584 100.0% (1) Equity figure includes a line balance of $2.8M on the Fund’s credit facility. • Strong operating partner with directly relevant industrial market experience. Projected Capital Structure (in thousands) The current expected project timeline is as follows: Debt $ 16,525 55.2% • June 2019: Receive certificate of occupancy; and Equity - Fund VIII (1) 12,739 42.6% • March 2020: Complete lease-up and reach stabilization. Equity – Triten 670 2.2% Houston, TX Market Total Capitalization $ 29,934 100.0%

(1) Equity figure includes a line balance of $2.8M on the Fund’s credit facility. Industrial absorption climbed out of negative territory and into a more familiar place this quarter, with a strong 2.9 million SF of industrial space absorbed in Q2-2019. Vacancy jumped 10 basis points to 5.5%. 11.2 million SF of

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Debt Information ($ in thousands) Lender Regions Bank Total Principal Available $ 17,127 Balance Outstanding $ 13,218 Interest Rate Spread 1.75% Index LIBOR Maturity Date June 17, 2022 Extensions Available(1) Two 1-Year Extensions (1) First Extension requires min DSCR of 1.15x and second Extension requires min DSCR of 1.20x.

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Senior Living

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CSH - Harbor at Lakeway Lakeway, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 367 June 30, 2019 Update

Background • Partnering with an experienced senior housing investment firm and strong operator; and On February 1, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Capitol Seniors Housings (“CSH”) • Newly-constructed community with a discounted all-in (collectively, the “Venture”) acquired Harbor at Lakeway, a basis compared to recent trades and projects that 140-unit assisted living/memory care community (the have delivered in the market. “Property”) located in the Lakeway submarket of Austin, Austin, TX Market TX for $40.6 million. The Property, which delivered in 2015, is comprised of 100 assisted living (“AL”) (71%) and 40 In Q2-2019, occupancy for majority-AL properties in the memory care (29%) units with units ranging in size from Austin MSA declined 80 bps to 79.1% from 79.9% last 296 to 858 SF with an average of 465 SF. Simultaneous quarter, which was attributable to inventory growth of 148 with closing, the Venture closed on an acquisition loan from units and absorption of 49 units during the quarter. Over Freddie Mac with proceeds of $30.4 million. the past 12 months, occupancy has decreased 360 bps due to inventory growth of 495 units and absorption of 143 Immediately adjacent to the Property is the Baylor Scott & units. As of Q2-2019, the Austin MSA had 55 majority-AL White Medical Center, a 106-bed, 270,000 SF medical properties (3,876 units) with four properties (361 units) in facility which is a premier regional hospital network with the pipeline (NIC). nearly 50 hospitals and 900 patient care sites in Texas. Additionally, the Property sits across the street from the Key Events / Recent Updates Lake Travis Independent Living facility which opened in • Occupancy since last quarter has held at 61%. 2016. This 141-unit property is managed by Spectrum and is currently 50% leased after opening in July 2017 and will • In Q4-2018, the Venture commenced a $1.5 million likely serve as a feeder of demand for the Subject. This renovation of the common areas. The project is micro-location will widely appeal to prospects by offering expected to be completed in Q4-2019. residents a full continuum of care as well as immediate The Investment access to high-quality medical care. ($ in thousands, except per unit amount) The business plan includes: 1) completing a $1.5 million Location Lakeway, TX capital improvement plan; 2) hiring best-in-class regional Property Type Senior Living operator, Civitas Senior Living, to improve operating Size 140 Units margins; 3) executing a mark-to-market strategy for the AL component to increase rents 18.0%, or 4.2% annually; and Acquisition Date February 1, 2018 4) de-bundle AL care fees from base rents in order to drive Acquisition All-In Cost $ 43,957 revenue. Cost at Completion $ 45,617

Carlyle views this investment opportunity to be compelling Cost Per Unit $ 325,837 due to the following reasons: Occupancy 61% Current Asset Valuation $ 44,178 • Great micro-location adjacent to Baylor Scott & White Medical Center, a 106-bed, 270,000 SF medical The current asset valuation is consistent with prior quarter. facility, in addition to Lake Travis Independent Living facility, a newly-built 141-unit property that will likely Current Capital Structure serve as a feeder of demand for the Property; (in thousands) Debt $ 30,420 71.5% • Benefits from strong demographic trends in an affluent and growing market with median housing values of Equity - Fund VIII 11,847 27.9% $537k in a three-mile radius; Equity - CSH 251 0.6% Total Capitalization $ 42,518 100.0%

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Projected Capital Structure (in thousands) Debt $ 30,420 68.7% Equity - Fund VIII 13,502 30.5% Equity - CSH 352 0.8% Total Capitalization $ 44,274 100.0% Debt Information ($ in thousands) Lender Freddie Mac Total Principal Available $ 30,420 Balance Outstanding $ 30,420 Interest Rate Spread 2.36% Index LIBOR Maturity Date February 1, 2028 Extensions Available None Investment Performance ($ in thousands) January 1, 2019 to June 30, 2019 Actual Budget Variance Revenues $ 2,745 $ 3,314 $ (569) Expenses 2,357 2,413 56 NOI 388 901 (516) Non-Operating Expenses 136 119 (17) Debt Service 741 740 (1) CapEx 1,219 1,330 111 Cash Flow (Deficit) $ (1,708) $ (1,288) $ (420)

Revenues and NOI variances are due to lower-than- budgeted occupancy and care fees. Non-Operating Expenses variance relates to lower-than-budgeted asset management fees.

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CSH - Park Creek Cypress, TX

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 371 June 30, 2019 Update

Background The current business plan is as follows: On February 23, 2018, Carlyle Realty Partners VIII, L.P. • Retain best-in-class regional operator, Civitas Senior (“Carlyle”) and Capitol Seniors Housings (“CSH”) Living ("Civitas") to manage the Property; (collectively, the “Venture”) acquired Park Creek • Lease up the Property at an average of four Independent Living, a 124-unit senior housing property (the units/month stabilizing in February 2020; and “Property”) located in Cypress, TX for $27.0 million. The construction at the Property was completed in January • Utilize senior housing best practices to execute a 2018, and it is currently in lease-up. Simultaneous with successful pre-leasing period and drive operating closing, the Venture secured an acquisition loan from margins. Synovus Bank with initial proceeds of $20.9 million. In Q1-2018, the Venture closed on a $21 million loan with The Property is located in Cypress, TX, approximately 25 Synovus Bank. miles from downtown Houston. There are three major Houston, TX Market hospitals in the Cypress area, North Cypress Medical Center, Memorial Hermann Cypress Hospital, and Cypress In Q2-2019, occupancy declined 150 bps to 82.4% from Fairbanks Medical Center Hospital which collectively 83.9% last quarter, which was attributable to inventory comprise 750 beds in the immediate area. The closest of growth of 215 units and absorption of five units during the these, Memorial Hermann Cypress Hospital, is located 2.5 quarter. In the past year, occupancy declined 140 bps due miles from the site and is in the Memorial Hermann medical to inventory growth of 455 units and absorption of 219 units system, the third highest ranked hospital in the Houston during that time. YOY rent growth was 3.3%, which is area. The Property also enjoys ease of access to a number higher than its 2.1% pace a year ago. There are currently of retail and entertainment destinations, including a Target- 52 majority-IL properties (totaling 11,827 units) in the anchored shopping center as well as the 430,000 SF Houston MSA with 8 properties (1,435 units) in the pipeline Houston Premium Outlets less than five miles away. (NIC).

Carlyle's business plan includes 1) retaining best-in-class Key Events / Recent Updates regional operator, Civitas Senior Living ("Civitas") to • As of June 30, 2019, occupancy was 53%, as manage the Property; 2) leasing up the Property at an compared to occupancy of 49% as of March 31, 2019. average of four units/month, stabilizing in February 2020; and 3) utilizing senior housing best practices to execute a The Investment successful pre-leasing period and drive operating margins. ($ in thousands, except per unit amount)

Carlyle views the investment opportunity as compelling for Location Cypress, TX the following reasons: Property Type Senior Living Size 124 Units • Well-located near Route 290 in Cypress, TX, proximate to three major hospitals and a number of Acquisition Date February 23, 2018 retail and entertainment destinations; Acquisition All-In Cost $ 30,712 Cost at Completion $ 31,343 • Newly-constructed property with a discounted all-in basis compared to recent trades and projects that Cost Per Unit $ 248,758 have delivered in the market; and Occupancy 53% Current Asset Valuation $ 32,647 • Limited planned independent living supply within a ten-mile radius of the Property. The current asset valuation is consistent with prior quarter.

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Current Capital Structure (in thousands) Debt $ 18,685 63.9% Equity - Fund VIII 10,340 35.3% Equity - CSH 230 0.8% Total Capitalization $ 29,255 100.0% Projected Capital Structure (in thousands) Debt $ 20,885 63.9% Equity - Fund VIII 11,513 35.3% Equity - CSH 255 0.8% Total Capitalization $ 32,653 100.0% Debt Information ($ in thousands) Lender Synovus Bank Total Principal Available $ 20,885 Balance Outstanding $ 18,685 Interest Rate Spread 2.75% Index LIBOR Maturity Date February 28, 2023 Extensions Available None Investment Performance ($ in thousands) January 1, 2019 to June 30, 2019 Actual Budget Variance Revenues $ 1,214 $ 1,487 $ (273) Expenses 1,253 1,357 104 NOI (39) 130 (169) Non-Operating Expenses 130 115 (15) Debt Service 506 495 (11) CapEx 210 314 104 Cash Flow (Deficit) $ (885) $ (794) $ (91)

Revenues and NOI variances are due to lower-than- budgeted occupancy and marketing and utilities expenses. Non-Operating Expenses variance is due to higher-than- budgeted audit fees. CapEx variance is due to timing and is expected to normalize over the life of the project.

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Clover - Hempfield Greensburg, PA

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 375 June 30, 2019 Update

Background projected to increase by 6.8% by 2024 and the median housing value is $161k (Claritas). On March 26, 2019, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and The Clover Group (“Clover”) (collectively, Key Events / Recent Updates the “Venture”) acquired a 20.9-acre parcel of land (the • Construction commenced in April 2019. As of June 30, “Property”) located at 1043 Towne Square Drive Ridge 2019, the Property is 19% complete in terms of total Road in Greensburg, PA for $0.68 million ($6k/unit). The dollars spent. Venture intends to develop a 119-unit, three-story, active adult apartment building with 123 parking spaces (1.03 • Clover will lease and market the Property; pre-leasing space/unit). The unit mix will consist of four one-bedroom commenced in Q2-2019. (3%) and 115 two-bedroom (97%) units with an average • In Q1-2019, the Venture closed on a $10 million loan unit size of 773 SF. with First National Bank of Pennsylvania. Simultaneous with land closing, the Venture closed on a The Investment construction loan and GMP contract. Upon completion, the ($ in thousands, except per unit amount) Property will be operated by Clover under the Clover Communities brand. Location Greensburg, PA Property Type Active Adult Carlyle views this investment opportunity as compelling for the following reasons: Size 119 Units Acquisition Date March 26, 2019 • Strong national Baby Boomer cohort fundamentals, as Acquisition All-In Cost $ 878 the population is expected to rapidly grow over the next twenty years; Cost at Completion $ 14,805 Cost Per Unit $ 124,413 • Compelling demographics with a growing population Current Asset Valuation $ 1,334 of seniors aged 65+ within five miles of the Property; and The current asset valuation increased by 98% from prior quarter due to construction progress during Q2-2019. • Partner with 30+ years of experience developing and managing primarily age-restricted properties. Current Capital Structure The current expected project development timeline is as (in thousands) follows: Debt $ 0 0.0% • April 2019: Commence construction; Equity - Fund VIII 1,834 80.0%

• December 2020: Deliver final units and complete Equity - Clover 459 20.0% construction; and Total Capitalization $ 2,293 100.0%

• November 2021: Complete lease-up and reach Projected Capital Structure stabilization. (in thousands) Greensburg, PA Market Debt $ 9,500 64.1% Equity - Fund VIII 4,244 28.7% Within a five-mile radius of the Property, the Equity - Clover 1,061 7.2% total population is approximately 64,000, of which 14,940 (or 23.4%) of the population are over the age of 65. By Total Capitalization $ 14,805 100.0% 2024, there are expected to be 16,252 seniors within that same area, translating to a 1.8% CAGR in five years. Furthermore, within that same five mile radius, median household incomes for the 65+ age cohort are

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Debt Information ($ in thousands) Lender First National Bank of Pennsylvania Total Principal Available $ 9,500 Balance Outstanding $ 0 Interest Rate Spread 2.75% Index LIBOR Maturity Date March 26, 2022 Extensions Available (1) Two 1-Year Extensions

(1) Subject to a 1.20x min DSCR.

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Clover - Ormsby Lyndon, KY

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Background Lyndon, KY Market On April 26, 2019, Carlyle Realty Partners VIII, L.P. Within a five-mile radius of the Property, the total (“Carlyle”) and the Clover Group (“Clover”) (collectively, population is approximately 198k, of which 40k (or 20.2%) the “Venture”) acquired an 8.2-acre parcel of land (the of the population are over the age of 65. By 2024, there are “Property”) located at 911 Ormsby Lane in Louisville, KY, expected to be 45k seniors within that same area, for $1.1 million ($9k/unit). The Venture intends to develop a translating to a 2.6% CAGR in five years. Furthermore, 119-unit three-story active adult apartment building with within that same five-mile radius, median household 137 parking spaces (1.15 space/unit). The unit mix will incomes for the 65+-age cohort are $95k and the median consist of five one-bedroom (4%) and 114 two-bedroom housing value is $232k (Claritas). (96%) units with an average unit size of 772 SF. Key Events / Recent Updates Simultaneous with land closing, the Venture closed on a • Construction commenced in May 2019. As of June 30, construction loan and GMP contract. Upon completion, the 2019, the Property is 17% complete in terms of total Property will be operated by Clover under the Clover dollars spent. Communities brand. • Clover will lease and market the Property, with pre- Carlyle views this investment opportunity as compelling for leasing expected to commence in December 2019. the following reasons: • In Q2-2019, the Venture closed on a $10 million loan • Attractive location; with PNC Bank. • Strong national Baby Boomer cohort fundamentals, as the population is expected to rapidly grow over the The Investment next twenty years; ($ in thousands, except per unit amount) Location Lyndon, KY • Attractive rent positioning/potential rent upside, given the minimal rental premiums to conventional Property Type Active Adult multifamily product; Size 119 Units Acquisition Date April 26, 2019 • Compelling demographics with a growing population of seniors aged 65+ within five miles of the Property; Acquisition All-In Cost $ 1,200 and Cost at Completion $ 15,153

• Experienced operating partner, Clover, with 30+ years Cost Per Unit $ 127,343 of experience developing and managing primarily age- Current Asset Valuation $ 1,100

restricted properties. Current Capital Structure The current expected project development timeline is as (in thousands) follows: Debt $ 0 0.0% • May 2019: Commence construction; Equity - Fund VIII 1,863 80.0%

• December 2020: Deliver final units and complete Equity - Clover 466 20.0% construction; and Total Capitalization $ 2,329 100.0%

• October 2021: Complete lease-up and reach stabilization.

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Projected Capital Structure (in thousands) Debt $ 9,700 64.0% Equity - Fund VIII 4,363 28.8% Equity - Clover 1,091 7.2% Total Capitalization $ 15,154 100.0% Debt Information ($ in thousands) Lender PNC Bank Total Principal Available $ 9,700 Balance Outstanding $ 0 Interest Rate Spread 2.50% Index LIBOR Maturity Date April 26, 2022 Extensions Available (1) Mini Perm Loan Conversion

(1) May convert to Mini Perm Loan upon initial maturity date, subject to 1.25x DSCR, and available through 04-2024.

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Clover - Robinson Pittsburgh, PA

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 383 June 30, 2019 Update

Background there are expected to be 33,200 seniors within that same area, translating to a 2.5% CAGR in five years. On January 25, 2019, Carlyle Realty Partners VIII, L.P. Furthermore, within that same five-mile radius, median (“Carlyle”) and the Clover Group (“Clover”) (collectively, household incomes for the 65+ age cohort are projected to the “Venture”) acquired an 11.9-acre parcel of land (the increase by 8.9% by 2024 (Claritas). “Property”) located at 319 Cedar Ridge Road in Pittsburgh, PA for $0.9 million ($7k/unit). The Venture Key Events / Recent Updates intends to develop a 124-unit, four-story, active adult • Construction commenced in February 2019. As of apartment building with 186 parking spaces (1.50 June 30, 2019, the Property is 24% complete in terms space/unit). The unit mix will consist of eight one-bedroom of total dollars spent. (7%) and 116 two-bedroom (93%) units with an average unit size of 773 SF. • Clover will lease and market the Property; pre-leasing commenced in Q2-2019 with six deposits received to Simultaneous with land closing, the Venture closed on a date. construction loan and GMP contract. Upon completion, the Property will be operated by Clover under the Clover • In Q1-2019, the Venture closed on a $10 million loan Communities brand. with KeyBank. Carlyle views this investment opportunity as compelling for The Investment the following reasons: ($ in thousands, except per unit amount) • Strong national Baby Boomer cohort fundamentals, as Location Pittsburgh, PA the population is expected to rapidly grow over the Property Type Active Adult next twenty years; Size 124 Units • Compelling demographics with a growing population Acquisition Date January 25, 2019 of seniors aged 65+ within five miles of the Property; Acquisition All-In Cost $ 959 • Attractive investment basis and rental positioning Cost at Completion $ 15,511 when compared to recent sales comps; Cost Per Unit $ 125,094 • Minimal rental premiums to conventional multifamily Current Asset Valuation $ 2,547 product; and The current asset valuation increased by 183% from prior • Partner with 30+ years of experience developing and quarter due to construction progress during Q2-2019. managing primarily age-restricted properties. Current Capital Structure The current expected project development timeline is as (in thousands) follows: Debt $ 0 0.0% • February 2019: Commence construction; Equity - Fund VIII 2,614 80.0% • September 2020: Deliver final units and complete Equity - Clover 653 20.0% construction; and Total Capitalization $ 3,267 100.0% • September 2021: Complete lease-up and reach Projected Capital Structure stabilization. (in thousands) Pittsburgh, PA Market Debt $ 10,291 66.4% Equity - Fund VIII 4,176 26.9% Within a five-mile radius of the Property, the total population is approximately 158,000, of which 29,400 Equity - Clover 1,044 6.7% (19%) of the population are over the age of 65. By 2024, Total Capitalization $ 15,511 100.0%

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Debt Information ($ in thousands) Lender KeyBank Total Principal Available $ 10,291 Balance Outstanding $ 0 Interest Rate Spread 2.25% Index LIBOR Maturity Date January 28, 2022 Extensions Available (1) One 1-Year Extension

(1) Extension is subject to min DSCR of 1.20x.

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Clover - Todd Road Indianapolis, IN

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 387 June 30, 2019 Update

Background Indianapolis, IN Market On September 21, 2018, Carlyle Realty Partners VIII, L.P. Within a five-mile radius of the Property, the total (“Carlyle”) and the Clover Group (“Clover”) (collectively, population is approximately 183,000, of which 25,300 the “Venture”) acquired an 11.6-acre parcel of land (the (14%) of the population are over the age of 65. By 2024, “Property”) located at 4701 South Todd Road in there are expected to be 29,900 seniors within that same Indianapolis, IN for $0.9 million. The Venture intends to area, translating to a 3.4% CAGR in five years. develop a 119-unit, three-story, active adult apartment Furthermore, within that same five mile radius, median building with 126 parking spaces (1.06 space/unit). The household incomes for the 65+ age cohort are projected to unit mix will consist of five one-bedroom (4%) and 114 two- increase by 9.7% by 2024 (Claritas). bedroom (96%) units with an average unit size of 772 SF. Key Events / Recent Updates Simultaneous with land closing, the Venture closed on a • As of June 30, 2019, the Property is currently 29% construction loan and GMP contract. Upon completion, the complete in terms of dollars spent. Property will be operated by Clover under the Clover Communities brand. • Pre-leasing commenced in April 2019, and the Property has received four deposits to date. Carlyle views this investment opportunity as compelling for the following reasons: The Investment • Strong national Baby Boomer cohort fundamentals, as ($ in thousands, except per unit amount) the population is expected to rapidly grow over the Location Indianapolis, IN next twenty years; Property Type Active Adult • Compelling demographics with a growing population Size 119 Units of seniors aged 65+ within five miles of the Property; Acquisition Date September 21, 2018 • Attractive investment basis and rental positioning Acquisition All-In Cost $ 950 when compared to recent sales comps; Cost at Completion $ 15,508

• Minimal rental premiums to conventional multifamily Cost Per Unit $ 130,321 product; and Current Asset Valuation $ 4,334

• Partner with 30+ years of experience developing and The current asset valuation increased by 86% from prior managing primarily age-restricted properties. quarter due to construction progress during Q2-2019. The current expected project development timeline is as Current Capital Structure follows: (in thousands) • September 2018: Commence construction; Debt $ 0 0.0%

• April 2020: Complete construction and deliver final Equity - Fund VIII 3,325 80.0% units; and Equity - Clover 831 20.0% Total Capitalization $ 4,156 100.0% • April 2021: Complete lease-up and reach stabilization. Projected Capital Structure In Q3-2018, the Venture closed on a $9 million loan with (in thousands) Hinsdale Bank. Debt $ 8,825 63.0% Equity - Fund VIII 4,136 29.6% Equity - Clover 1,034 7.4% Total Capitalization $ 13,995 100.0%

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Debt Information ($ in thousands) Lender Hinsdale Bank Total Principal Available $ 8,825 Balance Outstanding $ 0 Interest Rate Spread 3.00% Index LIBOR Maturity Date September 21, 2021 Extensions Available (1) One 1-Year Extension

(1) Extension is a subject to 1.20x min DSCR at extension date (initial maturity).

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Clover - Tucker Station Louisville, KY

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 391 June 30, 2019 Update

Background The current expected project development timeline is as follows: On May 13, 2019, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and the Clover Group (“Clover”) (collectively, • May 2019: Commence construction; the “Venture”) acquired a 6.7-acre parcel of land (the • January 2021: Deliver final units and complete “Property”) located at 1412 Tucker Station Road in construction; and Louisville, KY, for $968k ($8k/unit). The Venture intends to develop a 119-unit, three-story, active adult apartment • November 2021: Complete lease-up and reach building with 130 parking spaces (1.13 spaces/unit). The stabilization. unit mix will consist of four one-bedroom (3%) and 115 two- Louisville, KY Market bedroom (97%) units with an average unit size of 773 SF. Within a five-mile radius of the Property, the The Property is located south of Interstate 64 and north of total population is approximately 125,973, of which 23,285 Bluegrass Parkway along Tucker Station Road. Louisville (or 18.5%) of the population are over the age of 65. By is the worldwide air hub for UPS, meaning the trade sector 2024, there are expected to be 27,498 seniors within that is highly concentrated here, accounting for more than 20% same area, translating to a 3.4% CAGR in five years. of total employment. Its central position in the U.S. makes Furthermore, within that same five mile radius, median Louisville ideal for logistics, with two thirds of America’s household incomes for the 65+ age cohort are $109k and cities accessible within 24 hours by truck and three-fourths the median housing value is $263k (Claritas). within a two-hour flight. Low business and living costs, as well as generous state and local tax incentives, have Key Events / Recent Updates attracted and continue to attract businesses. • Construction commenced in May 2019. As of June 30, Upon completion, the Property will be operated by Clover 2019, the Property is 9% complete in terms of total under the Clover Communities brand. dollars spent.

Carlyle views this investment opportunity as compelling for • Clover will lease and market the Property, with pre- the following reasons: leasing expected to commence in January 2020.

• Attractive location, centrally located in the U.S. for • In Q2-2019, the Venture closed on a $10 million loan trade and logistics; with KeyBank.

• Strong national Baby Boomer cohort fundamentals, as The Investment the population is expected to rapidly grow over the ($ in thousands, except per unit amount) next twenty years; Location Louisville, KY • Attractive rent positioning/potential rent upside, given Property Type Active Adult the minimal rental premiums to conventional Size 119 Units multifamily product; Acquisition Date May 13, 2019 • Compelling demographics with a growing population Acquisition All-In Cost $ 1,025 of seniors aged 65+ within five miles of the Property; Cost at Completion $ 14,799 and Cost Per Unit $ 124,369 • Experienced operating partner, Clover, with 30+ years Current Asset Valuation $ 967 of experience developing and managing primarily age- restricted properties.

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Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 1,089 80.0% Equity - Clover 272 20.0% Total Capitalization $ 1,361 100.0% Projected Capital Structure (in thousands) Debt $ 9,631 65.1% Equity - Fund VIII 4,135 27.9% Equity - Clover 1,034 7.0% Total Capitalization $ 14,800 100.0% Debt Information ($ in thousands) Lender KeyBank Total Principal Available $ 9,631 Balance Outstanding $ 0 Interest Rate Spread 2.25% Index LIBOR Maturity Date May 13, 2022 Extensions Available (1) One 1-Year Extension (1) Extension is a subject to a 1.20x DSCR.

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Greystar - Overture Albuquerque Albuquerque, NM

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 395 June 30, 2019 Update

Background of New Mexico Hospital (both within six miles of the Property); On November 7, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Greystar Development • Attractive investment basis and rental positioning Company (“Greystar”) (collectively, the “Venture”) when compared to recent sales comps; and acquired a 4.0-acre parcel of land (the “Property”) located • Experienced operating partner. in the Far Northeast Heights neighborhood of Albuquerque, NM for $4.8 million ($28K/unit). The Venture plans to The current expected project development timeline is as develop a 174-unit, Class A, senior rental community follows: (“Active Adult”) in a four-story, midrise building with 221 • November 2018: Commence construction; surface parking spaces (1.3 spaces/unit). Once developed, • February 2020: Deliver clubhouse and leasing office; the unit mix will consist of 107 one-bedroom (62%) and 67 two-bedroom (38%) units with an average unit size of 904 • April 2020: Deliver first units; SF and approximately 12,500 SF of active senior-oriented • May 2020: Deliver final units / substantial amenity space. completion; and The Property fronts on Paseo Del Norte Boulevard, a major • August 2022: Achieve stabilization. retail corridor running through the heart of the affluent Far Northeast Heights submarket and located adjacent to Albuquerque, NM Market Interstate-25, the primary north/south thoroughfare in The Property is located in Albuquerque, New Albuquerque. Far North East Heights is widely considered Mexico. Within a five-mile radius of the Property, the to be the top submarket in the region, with the Paseo Del total population is approximately 175,800, of which Norte retail corridor as the second strongest performing 37,700 (21%) of the population are over the age of retail node in Albuquerque. 65. By 2024, there are expected to be 42,617 seniors Carlyle views this investment opportunity as compelling for within a five-mile radius, which translates to a five-year the following reasons: CAGR of 2.5%. In addition, the median home value within the same area is $270k and average household • Excellent location, five miles northeast of downtown, incomes are $89k (Claritas). in the Far Northeast Heights submarket of Albuquerque, which benefits from strong roadway Key Events / Recent Updates access with major thoroughfares, Paseo Del Norte • As of June 30, 2019, the Property is 37% complete in Boulevard and Interstate 25, located less than a half terms of dollars spent to date. mile from the Property; • Greystar will lease and market the Property; pre- • Strong macro and micro market supply and demand leasing commenced in June 2019. fundamentals, with just one existing Active Adult property in Albuquerque and no new competitive • In Q4-2018, the Venture closed on a $25 million loan supply identified within a 10-mile radius of the with Amegy Bank. Property;

• Compelling demographics with approximately 37,700 seniors aged 65+ within five miles of the Property, projected to grow at a 2.5% CAGR by 2024;

• Proximity to local senior-oriented amenities, such as a multi-generational center (less than one mile from the Property) and an array of medical providers, including the Kaseman Presbyterian Hospital and the University

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The Investment ($ in thousands, except per unit amount) Location Albuquerque, NM Property Type Active Adult Size 174 Units Acquisition Date November 7, 2018 Acquisition All-In Cost $ 6,081 Cost at Completion $ 42,785 Cost Per Unit $ 245,893 Current Asset Valuation $ 15,176

The current asset valuation increased by 70% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII (1) 13,604 95.0% Equity - Greystar 716 5.0% Total Capitalization $ 14,320 100.0%

(1) Equity figure includes a line balance of $2.0M on the Fund’s credit facility. Projected Capital Structure (in thousands) Debt $ 24,990 58.2% Equity - Fund VIII (1) 17,014 39.7% Equity - Greystar 890 2.1% Total Capitalization $ 42,894 100.0%

(1) Equity figure includes a line balance of $2.0M on the Fund’s credit facility. Debt Information ($ in thousands) Lender Amegy Bank Total Principal Available $ 24,990 Balance Outstanding $ 0 Interest Rate Spread 2.30% Index LIBOR Maturity Date November 7, 2022 Extensions Available (1) Two 1-Year Extensions

(1) Subject to a 1.20x min DSCR and max LTV of 60% at first extension date (initial maturity). Subject to a 1.20x min DSCR at second extension date.

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Greystar - Overture Cary Cary, NC

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 399 June 30, 2019 Update

Background • June 2023: Complete lease-up and reach stabilization. On May 17, 2019, Carlyle Realty Partners VIII, L.P. Cary, NC Market ("Carlyle") and Greystar Development ("Greystar") Within a five-mile radius of the Property, the total (collectively, the "Venture") acquired a 12.1-acre parcel of population is 144,300 with 13,300 (9.3%) seniors over the land (the "Property") located in Cary, NC for $4.95 million age of 65. The 65+-age cohort within the same radius is ($26k/unit). The Venture plans to develop a 189-unit, Class projected to grow to 18,700 by 2024 (five-year CAGR of A senior rental community ("Active Adult") in a five-story, 7.0%). Within the same five-mile radius, average elevator serviced building with 259 dedicated surface household income is $146k and median housing value is parking spaces (1.4 spaces/unit). Once developed, the $375k (Claritas). Property will include 110 one-bedroom (58%) and 79 two- bedroom (42%) market-rate units with an average unit size Key Events / Recent Updates of 949 SF and approximately 10,500 SF of active senior- • In Q2-2019, the Venture closed on the land and oriented amenity space. selected Pinnacle Bank as the lender.

The Property is located in the Cary, NC, a 162k-resident • As of Q2-2019, the Venture has engaged Greystar to community located in the geographical center of the manage the marketing, leasing, and operations of the Research Triangle region of North Carolina and a part of Property. Pre-leasing is projected to begin in Q1-2020. the Raleigh-Durham MSA. Cary is characterized by high- end, single-family neighborhoods anchored by mixed-use • As of Q2-2019, the Project is 3% complete in terms of commercial centers and parks. In addition to major construction dollars spent. employers like SAS, Metlife, Fidelity and Verizon, Cary's The Investment central location provides a short drive to all of the Triangle's ($ in thousands, except per unit amount) job centers and amenities. Location Cary, NC Carlyle views the investment opportunity as compelling due Property Type Active Adult to the following reasons: Size 189 Units • Excellent location in the Cary submarket, adjacent to Acquisition Date May 17, 2019 several major retail developments and oriented on a Acquisition All-In Cost $ 5,496 picturesque pond and one-mile walking path; Cost at Completion $ 47,251 • High growth submarket that has experienced Cost Per Unit $ 250,009 tremendous population growth and employment Current Asset Valuation $ 4,950 growth (18.5% between 2010-2016); and Current Capital Structure • Strong senior demographics with the 65+-age cohort within a five-mile radius projected to grow to 18,700 by (in thousands) 2024, representing a five-year CAGR of 7.0%. Debt $ 0 0.0% Equity - Fund VIII 6,887 94.5% The current expected project development timeline is as follows: Equity - Greystar 401 5.5% Total Capitalization $ 7,289 100.0% • May 2019: Close on land purchase;

• June 2019: Commence construction;

• December 2020: Deliver first units and begin initial occupancy;

• February 2021: Complete construction; and

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Projected Capital Structure (in thousands) Debt $ 29,735 62.7% Equity - Fund VIII 16,809 35.4% Equity - Greystar 912 1.9% Total Capitalization $ 47,456 100.0% Debt Information ($ in thousands) Lender Pinnacle Financial Partners Total Principal Available $ 29,735 Balance Outstanding $ 0 Interest Rate Spread 1.80% Index LIBOR Maturity Date May 17, 2023 Extensions Available Two 1-Year Extensions (1) First Extension is subject to a min 1.25x DSCR and a fee of 10 bps. Second Extension is subject to a min 1.25x DSCR and a fee of 10 bps.

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Greystar - Overture Chapel Hill Chapel Hill, NC

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 403 June 30, 2019 Update

Background The current expected project development timeline is as follows: On September 25, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Greystar Development Company • September 2018: Close on land purchase; (“Greystar”) (collectively, the “Venture”) acquired a 3.6- • January 2019: Commence construction; acre parcel of land (the “Property”) for $6.9 million ($37,310/unit). The Venture plans to develop a 184-unit, • September 2020: Deliver first units and begin initial Class A, senior rental community (“Active Adult”) in a five- occupancy; story, elevator-serviced building with 235 dedicated surface • October 2020: Complete construction; and parking spaces (1.3 spaces/unit) and 50 additional ‘first- • November 2022: Complete lease-up and reach come, first-served' spaces shared with the adjacent stabilization. multifamily property. Once developed, the Property will include 90 one-bedroom (55%) and 74 two-bedroom (45%) Chapel Hill, NC Market market-rate units with an average unit size of 920 SF and Within a five-mile radius of the Property, the total approximately 10,700 SF of active senior-oriented amenity population is 145,400 with 19,400 (13%) seniors over the space. Current zoning requirements for the site include a age of 65. The 65+ age cohort within the same radius is workforce housing component; 20 of the 184 units are projected to grow to 24,200 by 2024 (five-year CAGR of currently planned as such for residents earning 80% and 4.5%). Within the same five-mile radius, average 60% of AMI. household income is $108k; and median housing value is The Property is located in the Chapel Hill submarket of the $308k (Claritas). Research Triangle, three miles east of UNC Chapel Hill and seven miles south of Duke University. Chapel Hill is Key Events / Recent Updates characterized by above average incomes and education • As of Q2-2019, the Project is 30% complete in terms levels, a strong public school system and deep cultural of construction dollars spent. roots. The Property enjoys great visibility and is located at • In Q2-2019, the Venture secured a pre-leasing space. the intersection of I-40 and NC-54, the latter of which Space buildout is underway and is expected to open provides excellent access to retail hubs in both Chapel Hill Q3-2019. and Durham (including Southpoint Mall, one of the premier malls in the Triangle MSA). The Investment Carlyle views the investment opportunity as compelling for ($ in thousands, except per unit amount) the following reasons: Location Chapel Hill, NC

• Great location in the Chapel Hill submarket of the Property Type Active Adult Research Triangle, three miles east of UNC Chapel Size 184 Units Hill and seven miles south of Duke University; Acquisition Date September 25, 2018

• Restricted supply as there are no projected Acquisition All-In Cost $ 8,183 competitive age-restricted active adult or independent Cost at Completion $ 44,693 living developments during the investment horizon in Cost Per Unit $ 242,896 the ten-mile trade area; Current Asset Valuation $ 13,518

• Compelling demographic demand fundamentals; and The current asset valuation increased by 28% from prior • Attractive investment basis and rental positioning quarter due to construction progress during Q2-2019. when compared to recent sale comparatives.

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Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII (1) 11,236 95.0% Equity - Greystar 591 5.0% Total Capitalization $ 11,827 100.0%

(1) Equity figure includes a line balance of $4.3M on the Fund’s credit facility. Projected Capital Structure (in thousands) Debt $ 24,700 54.9% Equity - Fund VIII (1) 19,232 42.8% Equity - Greystar 1,012 2.3% Total Capitalization $ 44,944 100.0%

(1) Equity figure includes a line balance of $4.3M on the Fund’s credit facility. Debt Information ($ in thousands) Lender BB&T Bank Total Principal Available $ 24,700 Balance Outstanding $ 0 Interest Rate Spread 2.00% Index LIBOR Maturity Date March 5, 2023 Extensions Available (1) Two 1-Year Extensions

(1) First Extension is subject to a min 1.25x DSCR, max of 55% LTV, and a fee of 12.5 bps. Second Extension is subject to a min 1.25x DSCR, max of 55% LTV, and a fee of 12.5 bps.

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Greystar - Overture Greenville Greenville, SC

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 407 June 30, 2019 Update

Background The current expected project development timeline is as follows: On April 19, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Greystar Development Company • April 2018: Close on land purchase, close the (“Greystar”) (collectively, the “Venture”) acquired a 6.5- construction loan and commence construction; acre parcel of land (the “Property”) within The Point • February 2020: Deliver first units and begin initial master plan in Greenville, SC for $1.9 million occupancy; ($10.1k/unit). The Venture plans to develop a 189-unit, Class A, senior rental community (“Active Adult”) in a • April 2020: Complete construction; and three-story building with 238 surface parking spaces and • June 2022: Complete lease-up and reach stabilization. 16 garages (1.34 spaces/unit) and approximately 10,900 SF of active senior-oriented amenity space. The unit mix Greenville, SC Market will consist of 112 one-bedroom (59%) and 77 two- Within a five-mile radius of the Property, the total bedroom (41%) units with an average unit size of 892 SF. population is 155,740 with 25,788 (16.6%) seniors over the The Property is located within The Point subdivision, which age of 65. The 65+ age cohort within the same radius is includes three existing multifamily buildings; three hotels; projected to grow to 31,366 by 2024 (five-year CAGR of The Point shopping center, a 100,000 SF retail center 4.0%). Within the same five-mile radius, average anchored by Whole Foods; and TD Bank's 300,000 SF household income is $97k and median housing value is corporate campus serving 1,400 employees. It is also $242k, compared to an average income in South Carolina adjacent to the Woodruff Road retail corridor, a 2.1 million of $66k and median home values of $152k (Claritas). SF collection of retail, which commands the highest Key Events / Recent Updates average rents in Greenville. Further, the Property benefits • As of Q2-2019, the Property is 42% complete in terms from easy access to the major medical centers of of construction dollars spent. Greenville, including the nationally ranked Greenville Health System's Patewood Medical Campus (2.5 miles • Preleasing commenced in Q2-2019, and the Property away). is currently 5% pre-leased. Carlyle views this investment opportunity as compelling for The Investment the following reasons: ($ in thousands, except per unit amount) • Excellent location, five miles east of downtown, in the Location Greenville, SC Woodruff Road submarket of Greenville, which Property Type Active Adult benefits from strong roadway access with major Size 189 Units thoroughfares, Interstate 85 and Interstate 385, Acquisition Date April 19, 2018 located less than a mile from the Property; Acquisition All-In Cost $ 3,528 • High-growth market with population nearly doubling Cost at Completion $ 38,607 from 1990 to 2010 and ranking fourth on the Census Cost Per Unit $ 204,270 Bureau's list of the nation's fastest growing large cities (5.8% growth) between July 2015 and July 2016; and Current Asset Valuation $ 14,525

• Attractive lower cost basis and rental positioning as The current asset valuation increased by 33% from prior the basis is lower than the adjusted average for recent quarter due to construction progress during Q2-2019. sale comps on a per unit basis, which allows the Venture to position rents at more affordable levels.

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Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII (1) 11,987 85.0% Equity - Greystar 2,112 15.0% Total Capitalization $ 14,099 100.0%

(1) Equity figure includes a line balance of $2.3M on the Fund’s credit facility. Projected Capital Structure (in thousands) Debt $ 21,168 54.9% Equity - Fund VIII (1) 14,841 38.4% Equity - Greystar 2,598 6.7% Total Capitalization $ 38,607 100.0%

(1) Equity figure includes a line balance of $2.3M on the Fund’s credit facility. Debt Information ($ in thousands) Lender South State Bank Total Principal Available $ 21,168 Balance Outstanding $ 0 Interest Rate Spread 2.75% Index LIBOR Maturity Date April 30, 2022 Extensions Available (1) Two 1-Year Extensions

(1) Extensions are subject to a min 1.35x DSCR, a max 55% LTV, a certificate of occupancy, and a 0.20% fee.

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Greystar - Overture Powers Ferry Marietta, GA

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Background The current expected project development timeline is as follows: On June 26, 2019, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Greystar Development (“Greystar”) • July 2019: Commence construction; (collectively, the “Venture”) acquired an 8.9-acre parcel of • November 2020: Deliver first units and commence land (the “Property”) located in the Cumberland/Galleria lease-up; submarket of Atlanta, GA for $7 million ($41k/unit). The Venture plans to develop a 171-unit, Class A, senior rental • May 2021: Complete construction; and community ("Active Adult") in a five-story midrise building • November 2022: Complete lease-up and reach with 192 surface parking spaces (1.12 spaces/unit). Once stabilization. developed, the Property will include 109 one-bedroom (64%) and 62 two-bedroom (32%) units with an average Marietta, GA Market unit size of 912 SF and approximately 12,250 SF of active The Property is located in Atlanta, GA area where 8,000 senior-oriented amenity space. Carlyle, in a separate joint seniors aged 65+ reside within three-mile and over 25,900 venture with Greystar, will also develop a 278-unit aged 65+ reside in the five-mile ring. Median home values multifamily property on an adjacent parcel. are $291k and household incomes average $94k within the The Property is located in the affluent Cumberland/Galleria five-mile radius. Over 82,000 seniors aged 65+ reside in submarket, a central location with convenient access the 10-mile ring, growing to over 100,200 by 2022, a across the Atlanta metro area. It offers close proximity to projected CAGR of 4.1%. The trade area's population the I-285/I-75 interchange as well as the 1.1 million SF growth is expected to outpace the U.S. average. From Cumberland Mall. The Property is approximately 12 miles 2018-2023, the 10-mile radius population is projected to northwest of downtown Atlanta, six miles northwest of grow by 6.1%, compared to 3.5% nationally during the Buckhead, and less than two miles northeast of Vinings. same period (Claritas). The site is also within walking distance to the Key Events / Recent Updates Chattahoochee River, a popular outdoor recreational area • In Q2-2019, the Venture closed on a $27 million loan and sits approximately 1.5 miles from The Battery, a major with South State Bank. mixed-use development that serves as the new home for the Atlanta Braves and offers access to numerous retail • Construction at the Property commenced in July 2019. and entertainment outlets. As of June 30, 2019, the Property is 18% complete in terms of dollars spent to date. Carlyle views this investment opportunity as compelling for the following reasons: • Greystar will lease and market the Property, and pre- leasing is expected to commence in November 2019. • Strategic location with excellent access to major transportation corridors, such as I-285 and I-75, and The Investment retail centers; ($ in thousands, except per unit amount) • Attractive rental positioning, with underwritten rents Location Marietta, GA corresponding to a 33% rent to income ratio per the Property Type Active Adult five-mile radius demographics; and Size 171 Units • Favorable senior demographics, as the baby boomer Acquisition Date June 26, 2019 cohort is expected to grow rapidly over the next twenty Acquisition All-In Cost $ 7,366 years. Claritas projects an additional 5,700 seniors in Cost at Completion $ 45,855 the five-mile area by 2022. Cost Per Unit $ 268,159 Current Asset Valuation $ 7,000

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Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 8,752 95.0% Equity - Greystar 461 5.0% Total Capitalization $ 9,213 100.0% Projected Capital Structure (in thousands) Debt $ 27,128 59.1% Equity - Fund VIII 17,864 38.9% Equity - Greystar 936 2.0% Total Capitalization $ 45,928 100.0% Debt Information ($ in thousands) Lender South State Bank Total Principal Available $ 27,152 Balance Outstanding $ 0 Interest Rate Spread 2.15% Index LIBOR Maturity Date June 26, 2023 Extensions Available (1) Two 1-Year Extensions

(1) Both Extensions are subject to a min DSCR of 1.35x.

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Longleaf at Liberty Park Birmingham, AL

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Background Vestavia Hills, AL Market On April 30, 2018, Carlyle Realty Partners VIII, L.P. In Q2-2019, occupancy for assisted living properties in the (“Carlyle”) and Braemar Partners (“Braemar”) Birmingham MSA increased 20 bps to 89.6% while (collectively, the “Venture”) acquired a 7.1-acre shovel- inventory remains the same. Over the past 12 months, ready development site located in Vestavia Hills, AL, an occupancy for assisted living properties has increased from affluent community within the Birmingham MSA (the 83.6% to 89.6% due to absorption of X and inventory “Property”) for $1.65 million ($17k/unit). The Venture plans increase of 10 units. In the Birmingham MSA, the 45 to 64 to develop a 95-unit (102-bed), 46,502 SF, three-story, age and 75+ age households represents 37.3% and 10.8% steel-frame and concrete building to be operated as a of all households, respectively, which both are in line with licensed assisted living (“AL”) and memory care (“ALZ”) the average level in secondary markets. As of Q2-2019, community. The Property will consist of 68 AL (72%) and the Birmingham MSA had only one majority-AL (136 units) 27 ALZ (28%) units with 125 surface parking spaces with property in the pipeline. The 586 assisted living units in the an average unit size of 489 SF. The Property will offer the Jefferson submarket averaged 6.7% year-over-year rent full complement of common area and amenity space growth (NIC). characteristic of a Class A senior housing project. Key Events / Recent Updates Carlyle views this investment opportunity as compelling for • As of Q2-2019, the project is 64% complete based on the following reasons: construction dollars spent. • Location in Vestavia Hills, AL in Jefferson County, • Pre-leasing started in April 2019. The leasing team which is a well-established and affluent suburb of has received 32 deposits (34%) as of August 2019. Birmingham located approximately six miles east of downtown; • The final units are scheduled for delivery in Q4-2019.

• Attractive opportunity to develop an institutional- • The sales trailer was installed in Q1-2019. The quality senior living community in a Certificate of Need Executive Director and Director of Sales were hired. (“CON”) state with high barriers to entry where the The Investment supply of memory care beds is regulated and currently ($ in thousands, except per unit amount) a moratorium is in place for memory care beds (which has been in effect since 2003); Location Birmingham, AL Property Type Senior Living • Excellent seniors housing fundamentals in an excellent micro location; and Size 95 Units Acquisition Date April 30, 2018 • Attractive value proposition with demonstrated Acquisition All-In Cost $ 3,115 demand for Class A senior housing projects. Cost at Completion $ 29,249 The current expected project development timeline is as Cost Per Unit $ 307,886 follows: Current Asset Valuation $ 22,541 • April 2018: Close on land purchase and construction loan; The current asset valuation increased by 43% from prior quarter due to construction progress during Q2-2019. • May 2018: Commence construction;

• August 2019: Complete construction;

• April 2021: Complete lease-up and reach stabilization.

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Current Capital Structure (in thousands) Debt $ 7,411 38.3% Equity - Fund VIII (1) 10,163 52.4% Equity - Braemar 1,793 9.3% Total Capitalization $ 19,367 100.0%

(1) Equity figure includes a line balance of $2.1M on the Fund’s credit facility. Projected Capital Structure (in thousands) Debt $ 16,511 56.5% Equity - Fund VIII (1) 10,828 37.0% Equity - Braemar 1,911 6.5% Total Capitalization $ 29,250 100.0%

(1) Equity figure includes a line balance of $2.1M on the Fund’s credit facility. Debt Information ($ in thousands) Lender United Community Bank Total Principal Available $ 16,511 Balance Outstanding $ 7,411 Interest Rate Spread 3.25% Index LIBOR Interest Rate Floor 1.5% Maturity Date May 1, 2023 Extensions Available None

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Marvelle Tukwila Tukwila, WA

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 419 June 30, 2019 Update

Background • November 2021: Complete lease-up and reach stabilization. On March 22, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Alliance Residential Company (collectively, Tukwila, WA Market the “Venture”) acquired a 1.20-acre parcel of land (the Total population in the Seattle-Tacoma-Bellevue CBSA is “Property”) within the Seattle suburb of Tukwila, WA for 3.9 million of which 532k (or 14%) of the population is over $4.3 million ($26k/unit). The Venture plans to develop a the age of 65. By 2023, the CBSA is expected to have 166-unit, Class A, senior rental (“Active Adult”) community 667k seniors over the age of 65, which translates into a in a five-story residential building above a two-story 4.6% CAGR over the next five years. In addition, median concrete podium containing 167 parking spaces (1.0 home values in the Seattle CBSA are $399k; and average space/unit). The Property is currently planned to include household income is $112k (Claritas). 38 studio (23%), 87 one-bedroom (52%), and 41 two- bedroom (25%) units with an average unit size of 838 SF Key Events / Recent Updates as well as approximately 10,625 SF of active senior- • As of June 30, 2019, construction was 56% complete oriented amenity space. Planned amenities include a in terms of dollars spent. bistro, fitness center, business center, large club room, catering kitchen, and an elevated courtyard including an • Alliance has been engaged to lease and manage the outdoor spa. The Property will also feature a yoga room, property, and pre-leasing commenced in March 2019 board room, and lobby lounge/bar. with ten deposits taken to date.

The Property is centrally located in Tukwila, a suburb of The Investment

Seattle that is characterized by a strong amenity base with ($ in thousands, except per unit amount) convenient proximity to downtown Seattle. Located a block Location Tukwila, WA away from the Westfield Southcenter, the largest shopping mall in the Pacific Northwest, and within close proximity to Property Type Active Adult two grocery stores, the Property also enjoys immediate Size 166 Units access to a wide array of natural public amenities including Acquisition Date March 22, 2018 the Green River Trail, and the Tukwila Pond. The City is Acquisition All-In Cost $ 7,226 currently building a Pedestrian/Cycle bridge which will Cost at Completion $ 62,628 connect the Southcenter Subarea to Tukwila Station and Cost Per Unit $ 377,278 will position the Property as a true transit-oriented Current Asset Valuation $ 39,601 development, allowing for a car-free lifestyle. The current asset valuation increased by 41% from prior Carlyle views the investment opportunity as compelling for quarter due to construction progress during Q2-2019. the following reasons:

• Centrally located in Tukwila, a suburb of Seattle that is Current Capital Structure characterized by a strong amenity base; (in thousands)

• Compelling demographic demand fundamentals; Debt $ 7,198 20.5% Equity - Fund VIII (1) 26,567 75.5% • Lack of existing competitive supply; and Equity - Alliance 1,397 4.0% • Best-in-class operating partner with extensive Total Capitalization $ 35,162 100.0% experience in the Seattle market. (1) Equity figure includes a line balance of $5.9M on the Fund’s credit facility. The current expected development timeline is as follows:

• April 2018: Commence construction;

• March 2020: Deliver first and final units; and

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Projected Capital Structure (in thousands) Debt $ 34,146 54.5% Equity - Fund VIII (1) 26,994 43.2% Equity - Alliance 1,415 2.3% Total Capitalization $ 62,555 100.0%

(1) Equity figure includes a line balance of $5.9M on the Fund’s credit facility. Debt Information ($ in thousands) Lender National Bank of Arizona Total Principal Available $ 34,146 Balance Outstanding $ 7,198 Interest Rate Spread 3.25% Index LIBOR Maturity Date March 22, 2021 Extensions Available (1) Three 1-Year Extensions

(1) First Extension requires completion of construction. Second and Third Extensions require a 1.20x DSCR and a 9.25% Debt Yield.

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Sparrow Vintage Park Houston, TX

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Background • Compelling demographics with approximately 36,500 seniors aged 65+ within five miles of the Property, On March 8, 2019, Carlyle Realty Partners VIII, L.P. projected to grow at a 5.4% CAGR by 2024; and (“Carlyle”) and Sparrow Partners (“Sparrow”) (collectively, the “Venture”) acquired an 8.0-acre parcel of land (the • Attractive investment basis and rental positioning “Property”) located in the Vintage Park submarket of when compared to recent comps. Houston, TX for $5.9 million ($33k/unit). The Venture plans The current expected project development timeline is as to develop a 179-unit, Class A, senior rental community follows: (“Active Adult”) in a four-story midrise building with 232 surface parking spaces (includes 74 carport / 47 detached • June 2019: Commence construction; garage spaces), which equates to a parking ratio of 1.3 • August 2020: Deliver clubhouse and first units; spaces/unit. Once developed, the Property will include 119 • November 2020: Deliver final units and complete one-bedroom (67%) and 60 two-bedroom (33%) units with construction; and an average unit size of 863 SF and over 10,000 SF of active senior-oriented amenity space. • December 2022: Complete lease-up and reach stabilization. Separately, Carlyle, in a joint venture with Alliance Residential, intends to build 386 multifamily rental units on Houston, TX Market the neighboring parcel. Within a five-mile radius of the Property, the total Located in Northwest Houston's Vintage Park master- population is approximately 230k of which 36.5k (13%) of planned community, the Property sits within the Vintage the population are over the age of 65. By 2024, there are Park PUD, a 630-acre premier mixed-use community expected to be 47.5k seniors within a five-mile radius, anchored by three national grocers, 500k SF of retail and which translates to a five-year CAGR of 5.4%. In addition, restaurant space and the St. Luke's Hospital. The Property the median home value within the same area is $208k and also offers close proximity to State Highway 249, which average household incomes are $105k (Claritas). provides easy access to Beltway 99 (north) and the Sam Houston Tollway (south), enabling future residents to reach Key Events / Recent Updates Downtown Houston and the George Bush International • Construction commenced in June 2019. As of June Airport in 45 and 30 minutes, respectively. 30, 2019, the Property was 23% complete in terms of construction dollars spent. Carlyle views this investment opportunity as compelling for the following reasons: • The Venture has engaged Sparrow to lease and market the Property, and pre-leasing is expected to • Excellent location in the heart of the Vintage Park commence in Q4-2019. Master Planned community, one of Northwest Houston's premier shopping/dining/lifestyle • In Q1-2019, the Venture closed on a $21 million loan destinations, which benefits from strong roadway with Amegy Bank. access to major thoroughfares that are easily accessible via State Highway 249 (located less than a half mile from the Property);

• Close proximity to excellent local amenities, such as a newly constructed Whole Foods Market, an H.E.B. Grocer, a Kroger, 500k SF of walkable retail shops and restaurant space, the Raveneaux Country Club, and 80 acres of paved walking trails within the Kickerello-Mischer Nature Preserve;

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The Investment ($ in thousands, except per unit amount) Location Houston, TX Property Type Active Adult Size 179 Units Acquisition Date March 8, 2019 Acquisition All-In Cost $ 7,287 Cost at Completion $ 35,584 Cost Per Unit $ 198,795 Current Asset Valuation $ 8,583

The current asset valuation increased by 47% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII (1) 7,440 95.1% Equity - Sparrow 387 4.9% Total Capitalization $ 7,827 100.0%

(1) Equity figure includes a line balance of $1.7M on the Fund’s credit facility. Projected Capital Structure (in thousands) Debt $ 20,939 58.8% Equity - Fund VIII (1) 13,913 39.1% Equity - Sparrow 732 2.1% Total Capitalization $ 35,584 100.0%

(1) Equity figure includes a line balance of $1.7M on the Fund’s credit facility. Debt Information ($ in thousands) Lender Amegy Bank Total Principal Available $ 20,939 Balance Outstanding $ 0 Interest Rate Spread 2.40% Index LIBOR Maturity Date March 8, 2023 Extensions Available (1) Two 1-Year Extensions

(1) Extensions are subject to min 1.25x DSCR.

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TCC - Edina Edina, MN

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Background The current expected project development timeline is as follows: On November 15, 2017, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Trammell Crow Company (“TCC”) • November 2017: Close on land purchase and (collectively, the “Venture”) acquired a 1.6-acre site (the construction loan; “Property”) located in Edina, MN for $4.7 million. The • December 2017: Commence construction; Venture intends to develop a 165-unit, Class A, senior rental community (“Active Adult”) targeting the 65 to 85 • July 2018: Begin Preleasing; age cohort. Once developed, the Property will consist of a • June 2019: Complete construction and begin initial Class A, six-story podium building over one level of occupancy; and underground parking with 92 one-bedroom (56%) and 73 • May 2021: Complete lease-up and reach stabilization. two-bedroom (44%) units, with an average unit size of 919 SF. The Property will feature approximately 12,800 SF of In Q2-2018, the Venture engaged Allegro Senior Living to active senior-oriented interior amenity space and a parking manage the marketing, leasing, and operations of the garage with 212 parking stalls (1.3 spaces/unit). Property. Allegro is a well-respected leader in the senior living industry and the Venture expects to leverage their The Property is located in Edina, one of Minneapolis' expertise for active adult assets. wealthiest suburbs that boasts a highly-ranked public school system (Edina High School is #4 in the state by U.S. Edina, MN Market News & World Report), acclaimed boutiques and eateries, Within a five mile radius of the Property, total population is and is the corporate home to notable companies such as 319,608 with 52,553 (16.4%) seniors over the age of 65. Dairy Queen, Regis Salons, and Jerry's Foods. Edina is The 65+ age cohort is projected to grow to 61,978 by 2024 home to Southdale Center, one of the first enclosed (5-year CAGR of 3.4%). Within a five-mile radius of the regional malls in the United States (anchored by Property, average household income and median home JCPenney, Macy's, Herberger's, and an AMC movie values are $118k and $336k, respectively (Claritas). theater), and 50th & France, a major commercial district comprised of over 175 retailers and professional services Key Events / Recent Updates set within a walkable neighborhood environment. The • In Q2-2019, the Property achieved its initial Property features a strategic micro-location, walkable to occupancy. As of June 30, 3019, the Property is 24% nearby retail including a grocery store (Jerry's Foods), a leased and 7% occupied. pharmacy (Walgreens), and Starbucks, and is adjacent to the Edina Senior Center, which provides activities and The Investment services to the 55+ community, and the Edina public ($ in thousands, except per unit amount) library. Finally, the Property is located between two of the Location Edina, MN most exclusive country clubs in the Minnesota area. Property Type Active Adult Carlyle views this investment opportunity as compelling for Size 165 Units the following reasons: Acquisition Date November 15, 2017 • Strategic location in an affluent, desirable suburb; Acquisition All-In Cost $ 6,522 • Lack of existing competitive supply in the market; and Cost at Completion $ 53,324 Cost Per Unit $ 323,181 • Compelling demographic fundamentals. Occupancy 7% Current Asset Valuation $ 45,098

The current asset valuation increased by 41% from prior quarter due to construction progress during Q2-2019.

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Current Capital Structure (in thousands) Debt $ 22,730 55.3% Equity - Fund VIII 17,492 42.5% Equity - TCC 921 2.2% Total Capitalization $ 41,143 100.0% Projected Capital Structure (in thousands) Debt $ 34,194 64.1% Equity - Fund VIII 18,174 34.1% Equity - TCC 951 1.8% Total Capitalization $ 53,319 100.0% Debt Information ($ in thousands) Lender Associated Bank Total Principal Available $ 34,194 Balance Outstanding $ 22,730 Interest Rate Spread 3.00% Index LIBOR Maturity Date November 15, 2021 Extensions Available (1) Two 1-Year Extensions

(1) First Extension is subject to a min 1.20x DSCR, certificate of occupancy, a max 60% LTV, and a 0.20% fee. Second Extension is subject to a min 1.30x DSCR, a max LTV of 60%, and a 0.20% fee.

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TCC - Glenview Glenview, IL

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Background The current expected project development timeline is as follows: On May 4, 2018, Carlyle Realty Partners VIII, L.P. (“Carlyle”) and Trammell Crow Company (“TCC”) • May 2018: Close on land purchase and construction (collectively, the “Venture”) acquired two adjacent parcels loan; of land totaling 3.1 acres (the “Property”) located in • July 2018: Commence construction; Glenview, IL, an affluent suburb 15 miles northwest of Chicago, IL for $6.6 million ($39k/unit). The Venture • April 2019: Begin Preleasing; intends to develop a 168-unit, Class A, senior rental • December 2019: Complete construction and begin community (“Active Adult”) in a five-story podium building initial occupancy; and over one level of underground parking (1.4 spaces/unit • August 2021: Complete lease-up and reach including surface stalls). Once developed, the Property will stabilization. include 94 one-bedroom (56%) and 74 two-bedroom (44%) units, with an average unit size of 865 SF, and feature Glenview, IL Market approximately 12,200 SF of active senior-oriented interior Within a five mile radius of the Property, total population is amenity space. 339,500 with 73,100 (21.5%) seniors over the age of 65. Strategically located in an affluent, desirable suburb of The 65+ age cohort is projected to grow to 81,000 by 2024 Glenview, part of the prestigious North Shore enclave of (5-year CAGR of 2.1%). Within a five-mile radius of the communities along Lake Michigan, the Property sits 15 Property, average household income and median home miles northeast of downtown Chicago. The Village of values are $138k and $413k, respectively (Claritas). Glenview boasts impressive average household incomes and median home values. With direct frontage on Key Events / Recent Updates Waukegan Road (23,000 vehicles per day), the Property • In Q2-2019, pre-leasing commenced with the delivery boasts excellent visibility on one of Village’s busiest of the pre-leasing space. As of June 30, 2019, the thoroughfares running directly into downtown Glenview. Property is 4% pre-leased. The Property is three miles from two area hospitals, • As of Q2-2019, the Property is 55% complete in terms Glenbrook Hospital (173 beds; part of the North Shore of construction dollars spent. University Health System) and Advocate Lutheran General Hospital (625 beds; 900 doctors; ranked #6 in the state). • In Q3-2018, the Venture engaged Allegro Senior Living to manage the marketing, leasing, and Carlyle views this investment opportunity as compelling for operations for the Property. Allegro is a well-respected the following reasons: leader in the senior living industry and the Venture • Strategically located in an affluent, desirable suburb of expects to leverage their expertise for active adult Glenview, part of the prestigious North Shore enclave assets. of communities;

• Compelling demographic fundamentals;

• Lack of existing competitive supply within a 10-mile radius of the Property, with no current existing for- profit Active Adult properties; and

• Proximity to transportation (train station).

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The Investment ($ in thousands, except per unit amount) Location Glenview, IL Property Type Active Adult Size 168 Units Acquisition Date May 4, 2018 Acquisition All-In Cost $ 8,576 Cost at Completion $ 59,897 Cost Per Unit $ 356,531 Current Asset Valuation $ 25,550

The current asset valuation increased by 39% from prior quarter due to construction progress during Q2-2019. Current Capital Structure (in thousands) Debt $ 7,171 25.4% Equity - Fund VIII 20,040 70.9% Equity - TCC 1,055 3.7% Total Capitalization $ 28,266 100.0% Projected Capital Structure (in thousands) Debt $ 38,745 64.6% Equity - Fund VIII 20,145 33.6% Equity - TCC 1,055 1.8% Total Capitalization $ 59,945 100.0% Debt Information ($ in thousands) Lender Associated Bank Total Principal Available $ 39,175 Balance Outstanding $ 7,171 Interest Rate Spread 3.00% Index LIBOR Maturity Date May 4, 2022 Extensions Available (1) Two 1-Year Extensions

(1) First Extension is subject to a min 1.20x DSCR, certificate of occupancy, a max 60% LTV, and a 0.20% fee. Second Extension is subject to a min 1.30x DSCR, a max LTV of 60%, and a 0.20% fee.

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TCC - Omaha Omaha, NE

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Background • July 2019: Begin pre-leasing; On September 14, 2018, Carlyle Realty Partners VIII, L.P. • March 2020: Complete construction and begin initial ("Carlyle") and Trammell Crow Company ("TCC") occupancy; and (collectively, the "Venture") acquired a 4.8-acre site (the • January 2022: Complete lease-up and reach "Property") located in Omaha, NE for $2.1 million. The stabilization. Venture intends to develop a 162-unit, Class A, senior rental community ("Active Adult") targeting the 65 to 85 age Omaha, NE Market group. Once developed, the Property will consist of a four- Within a five mile ring around the Property, total population story building with one level of underground parking and is 262,750 with 38,247 (14.6%) seniors over the age of 65. surface parking totaling 210 stalls (1.3x/unit) and will The 65+ age cohort is projected to grow to 45,789 by 2024 include 96 one-bedroom (59%) and 66 two-bedroom (41%) (3.7% CAGR). Within a five-mile radius of the Property, units, with an average unit size of 859 SF. The Property will average household income and median home values are feature approximately 9,900 SF of active senior-oriented $104k and $202k respectively (Claritas). interior amenity space. Key Events / Recent Updates The Property is located nine miles west of Omaha, NE within Sterling Ridge, a 150-acre, mixed-use master- • In Q2-2019, pre-leasing commenced with the delivery planned development in a primarily residential suburb. of the pre-leasing space. Sterling Ridge is set to include over 800,000 SF of Class A • As of Q2-2019, the Property is 32% complete in terms office space, 60,000 SF of restaurant/retail space, a senior of construction dollars spent. living community, an upscale hotel, and approximately 46 • In Q4-2018, the Venture engaged Allegro Senior single-family homes. Notably, Sterling Ridge is home to the Living to manage the marketing, leasing, and Tri-Faith Initiative, a $65 million community project that will operations of the Property. Allegro is a well-respected feature the co-located development of the Temple Israel leader in the senior living industry and the Venture synagogue, the American Muslim Institute, and the expects to leverage their expertise for active adult Countryside Community Church, an all connected through assets. the Tri-Faith Center community commons, which is expected to hold community gatherings and educational The Investment events. ($ in thousands, except per unit amount) Carlyle views this investment opportunity as compelling for Location Omaha, NE the following reasons: Property Type Active Adult • Desirable micro location with master-planned mixed- Size 162 Units use development; Acquisition Date September 14, 2018 • Compelling demographic fundamentals; Acquisition All-In Cost $ 4,091 Cost at Completion $ 37,281 • Attractive demand fundamentals; and Cost Per Unit $ 230,133 • Lack of existing competitive supply in the market. Current Asset Valuation $ 10,988 The current expected project development timeline is as The current asset valuation increased by 41% from prior follows: quarter due to construction progress during Q2-2019. • September 2018: Close on land purchase and construction loan and begin site work;

• November 2018: Commence construction;

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Current Capital Structure (in thousands) Debt $ 0 0.0% Equity - Fund VIII 9,896 95.0% Equity - TCC 521 5.0% Total Capitalization $ 10,417 100.0% Projected Capital Structure (in thousands) Debt $ 24,470 65.4% Equity - Fund VIII 12,282 32.8% Equity - TCC 641 1.7% Total Capitalization $ 37,394 100.0% Debt Information ($ in thousands) Lender US Bank Total Principal Available $ 25,000 Balance Outstanding $ 0 Interest Rate Spread 2.50% Index LIBOR Maturity Date September 14, 2022 Extensions Available (1) Two 1-Year Extensions

(1) First Extension is subject to a min 1.20x DSCR, certificate of occupancy, a max 60% LTV, and a 0.20% fee. Second Extension is subject to a min 1.30x DSCR, a max 60% LTV, and a 0.20% fee.

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TCC - Ridgedale Minnetonka, MN

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 439 June 30, 2019 Update

Background • June 2022: Complete lease-up and reach stabilization. On December 21, 2018, Carlyle Realty Partners VIII, L.P. Minnetonka, MN Market (“Carlyle”) and Trammell Crow Company (“TCC”) Within a five-mile ring around the Property, total population (collectively, the “Venture”) acquired a 1.9-acre site is 190,674 with 34,789 (18.3%) seniors over the age of 65. located in Minnetonka, MN (the “Property”) for $4.75 The 65+ age cohort is projected to grow to 40,970 by 2024 million. The Venture plans to develop a 168-unit, Class A, (3.3% CAGR). Within a five-mile radius of the Property, senior rental community (“Active Adult”) targeting the 65- average household income and median home values are to 85-age group. Once developed, the Property will consist $118k and $328k respectively (Claritas). of a six-story podium building over one level of underground parking with 216 stalls (1.3/unit) and will Key Events / Recent Updates include 104 one-bedroom (62%) and 64 two-bedroom • Pre-leasing at the Property is scheduled to commence (38%) units, with an average unit size of 873 SF. The in August 2019. property will feature approximately 10,110 SF of active senior-oriented interior amenity space. • As of Q2-2019, the Property is 23% complete in terms of construction dollars spent. The Property is located on an outparcel lot of Ridgedale Center, a 1.1 million SF upscale destination shopping mall • In Q4-2018, the Venture engaged Allegro Senior in the affluent Minneapolis suburb of Minnetonka, nine Living to manage the marketing, leasing, and miles west of downtown. Ridgedale Center is home to 121 operations of the Property. Allegro is a well-respected retailers, including key tenants Apple, Athleta, H&M, leader in the senior living industry and the venture JCPenney, Macy's, Nordstrom, and Banana Republic. expects to leverage their expertise for active adult Within walking distance of the Property are multiple assets. desirable amenities including a new YMCA, the Ridgedale The Investment Library and regional grocer Byerlys. Furthermore, within ($ in thousands, except per unit amount) one mile of the Property are Whole Foods; Trader Joe's; and Bed, Bath, & Beyond. Location Minnetonka, MN Property Type Active Adult Carlyle views this investment opportunity as compelling for Size 168 Units the following reasons: Acquisition Date December 21, 2018 • Desirable micro location adjacent to upscale Acquisition All-In Cost $ 8,267 destination retail center; Cost at Completion $ 54,704 • Compelling demographic fundamentals; Cost Per Unit $ 325,624 • Lack of existing competitive supply; and Current Asset Valuation $ 11,038

• Compelling supply-demand fundamentals. The current asset valuation increased by 59% from prior The current expected project development timeline is as quarter due to construction progress during Q2-2019. follows: Current Capital Structure • December 2018: Close on land purchase and (in thousands) construction loan; Debt $ 0 0.0% • January 2019: Commence construction; Equity - Fund VIII 11,904 95.0%

• August 2019: Begin preleasing; Equity - TCC 627 5.0% Total Capitalization $ 12,531 100.0% • August 2020: Complete construction and begin initial occupancy; and

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 440 June 30, 2019 Update

Projected Capital Structure (in thousands) Debt $ 35,084 64.0% Equity - Fund VIII 18,748 34.2% Equity - TCC 981 1.8% Total Capitalization $ 54,813 100.0% Debt Information ($ in thousands) Lender Great Southern Bank Total Principal Available $ 36,435 Balance Outstanding $ 0 Interest Rate Spread 2.75% Index LIBOR Maturity Date December 21, 2022 Extensions Available (1) Two 1-Year Extensions

(1) First Extension is subject to a min 1.20x DSCR, certificate of occupancy, a max 60% LTV, and a 0.20% fee. Second Extension is subject to a min 1.30x DSCR, a max LTV of 60%, and a 0.20% fee.

STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 441 June 30, 2019 Update

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STRICTLY CONFIDENTIAL Carlyle Realty Partners VII 442 June 30, 2019 Update