Starlight™
U.S. Residential
STARLIGHT U.S. RESIDENTIAL FUND

PROPOSED REORGANIZATION OF
STARLIGHT U.S. RESIDENTIAL FUND

NOTICE OF SPECIAL MEETING OF UNITHOLDERS
TO BE HELD ON DECEMBER 10, 2025
- AND -
MANAGEMENT INFORMATION CIRCULAR

Dated: November 6, 2025

This Notice, Management Information Circular and the accompanying materials require your immediate attention. If you are in doubt as to the actions required to be taken by these documents or the matters discussed therein, please consult your professional advisors.

Starlight™
U.S. Residential

NOTICE OF SPECIAL MEETING OF UNITHOLDERS OF
STARLIGHT U.S. RESIDENTIAL FUND

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of the holders (the "Unitholders") of class A trust units (the "Class A Units"), class C trust units (the "Class C Units"), class D trust units (the "Class D Units"), class E trust units (the "Class E Units"), class F trust units (the "Class F Units"), class G trust units (the "Class G Units"), class I trust units (the "Class I Units"), class U trust units (the "Class U Units"), and collectively with the Class A Units, Class C Units, Class D Units, Class E Units, Class F Units, Class G Units and Class I Units, the "Units") of Starlight U.S. Residential Fund (the "Fund") will be held virtually at https://virtual-meetings.tsxtrust.com/1861 on December 10, 2025 at 10:00 a.m. (Toronto time) for the following purposes:

(a) to consider and, if thought fit, pass, with or without variation, a special resolution of the holders of the Units voting together as a single class (the "Reorganization Resolution"), the full text of which is set forth in Appendix "F" to the accompanying management information circular (the "Information Circular"), approving certain transactions (collectively, the "Reorganization") contemplated in the reorganization agreement among the Fund and Starlight Group Property Holdings Inc. ("Starlight Group") made as of October 10, 2025, resulting in, among other things, the holders of Units becoming holders of limited partnership interests in Starlight U.S. Residential (Multi-Family) Investment LP ("Investment MF LP"), the cancellation of the carried interest in the Fund structure, the termination of the Fund, and the establishment of a term for Investment MF LP to be set to November 15, 2029, all as more particularly described in the Information Circular;

(b) to consider and, if thought fit, pass, with or without variation, an ordinary resolution of the holders of Class E Units, Class G Units and Class U Units (collectively, the "U.S. Dollar Units") voting together as a single class (the "USD Unitholders Resolution"), the full text of which is set forth in Appendix "G" to the accompanying Information Circular, approving the receipt of Canadian-dollar denominated units of Investment MF LP upon the winding up of the Fund conditional upon and pursuant to the Reorganization Resolution (failing which holders of the U.S. Dollar Units will receive U.S. dollar-denominated units of Investment MF LP if the Reorganization is consummated); and

Unitholders are referred to the Information Circular for more detailed information with respect to the foregoing matters to be considered at the Meeting.

The Information Circular which accompanies this notice provides information regarding the business to be considered at the Meeting and includes the full text of the Reorganization Resolution and the USD Unitholders Resolution attached thereto as Appendix "F" and Appendix "G", respectively.

The close of business (Toronto time) on November 5, 2025 has been fixed as the record date (the "Record Date") for determining Unitholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof.

Each Unit entitled to be voted at the Meeting will entitle the holder thereof as of the Record Date to one vote at the Meeting in respect of the Reorganization Resolution. To be effective, the Reorganization Resolution must be approved by: (i) 66⅔% of the votes cast on such Reorganization Resolution by Unitholders, present virtually or represented by proxy at the Meeting, voting together as a single class, and (ii) a simple majority of the votes attached to the Units held by Unitholders present virtually or represented by proxy at the Meeting, voting as a single class, excluding the votes attached to any Units held by Unitholders whose votes are required to be excluded for the purposes of "minority approval" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as the Reorganization constitutes a "business combination" for the purposes of MI 61-101.

Each U.S. Dollar Unit entitled to be voted at the Meeting will entitle the holder thereof as of the Record Date to one vote at the Meeting in respect of the USD Unitholders Resolution. To be effective, the USD Unitholders Resolution must be approved by a simple majority of the votes attached to the U.S. Dollar Units held by Unitholders present virtually or represented by proxy at the Meeting, voting as a single class. Implementation of the Reorganization is not conditional on the result of the USD Unitholders Resolution.

We will hold the Meeting in a virtual-only format, which will be conducted via live audio webcast. During the audio webcast, Unitholders will be able to hear the Meeting live, and registered Unitholders and duly appointed proxyholders will be able to submit questions and vote while the Meeting is being held.

Registered Unitholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online at https://virtual-meetings.tsxtrust.com/1861, using password: "surf2025" (case sensitive).

Registered Unitholders who are unable to attend the Meeting virtually are requested to complete, date, sign and return the enclosed form of proxy ("Proxy") by mail or by personal delivery or courier to TSX Trust Company, at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1 Attention: Proxy Department, by fax to (416) 595-9593 or by internet at www.voteproxyonline.com, prior to 10:00 a.m. (Toronto time) on December 8, 2025 or, if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to such adjourned or postponed Meeting.

Non-registered Unitholders who receive this notice and related materials through their broker or other intermediary should complete and send the Proxy or voting instruction form, as applicable, in accordance with the instructions provided by their broker or intermediary. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company ("Transfer Agent"), after submitting their Proxy or voting instruction form. Failure to register the proxyholder with the Transfer Agent will result in the proxyholder not receiving a 12-digit "Control Number" to participate in the Meeting and only being able to listen to

ii -

the Meeting as a guest. Non-registered Unitholders who have not duly appointed themselves as proxyholder will be able to listen to the Meeting as guests, but will not be able to vote or submit questions at the Meeting. Please refer to the instructions provided in the "Non-Registered Holders" section of the Information Circular.

To be effective, a Proxy must be received by the Transfer Agent not later than 10:00 a.m. (Toronto time) on December 8, 2025, or, if the Meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and holidays, prior to any such adjourned or postponed Meeting. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion without notice.

DATED at Toronto, Ontario, this 6th day of November, 2025.

By Order of the Board of Trustees of STARLIGHT U.S. RESIDENTIAL FUND

By: (signed) "Harry Rosenbaum"
Independent Trustee and Chair of the Special Committee

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MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR ... 1
Introduction ... 1
Caution Regarding Forward-Looking Statements and Information ... 1
Information for U.S. Unitholders ... 3
Currency Presentation and Financial Principles ... 3
Exchange Rate Information ... 3

GENERAL PROXY MATTERS ... 5
Solicitation of Proxies ... 5
Appointment of Proxies ... 5
Registering a Proxyholder by Registered Unitholders ... 6
Revocation of Proxies by Registered Unitholders ... 6
Execution of Proxies ... 6
Exercise of Discretion ... 7
Non-Registered Holders ... 7
Appointment of Proxies by Non-Registered Holders ... 7
Revocation of Proxies by Non-Registered Holders ... 9

UNITS AND PRINCIPAL HOLDERS THEREOF ... 9

SPECIAL BUSINESS OF THE MEETING ... 10
Meeting ... 10
Virtual-Only Format ... 10
Participation by Registered Unitholders and Duly Appointed Proxyholders ... 10
Participation by Non-Registered Holders ... 11
Voting at the Meeting ... 11
Interested Unitholders ... 12

BACKGROUND TO THE REORGANIZATION ... 12
The Fund ... 12
The Reorganization ... 13
Recommendation of the Special Committee ... 15
Recommendation of the Board of Trustees ... 15
Reasons for the Unanimous Recommendation of the Board of Trustees and the Special Committee ... 15
Evans & Evans Fairness Opinion ... 18
Appraisals ... 19

THE REORGANIZATION ... 21

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Required Unitholder Approval...21
Reorganization...21
Reorganization Mechanics...22

THE REORGANIZATION AGREEMENT...24
Summary of the Reorganization Agreement...24

PROCEDURES FOR DELIVERY OF INVESTMENT MF LP UNITS...29
Delivery of the Investment MF LP Units...29
Withholding...29

PRO FORMA DESCRIPTION OF INVESTMENT MF LP...29
PRO FORMA CAPITALIZATION OF INVESTMENT MF LP...47
DOCUMENTS INCORPORATED BY REFERENCE...47
PRINCIPAL LEGAL MATTERS...48
Securities Law Matters...48
Stock Exchange Matters...50

ELIGIBILITY FOR INVESTMENT...51
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS...51
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS...63
OTHER TAX CONSIDERATIONS...77
OTHER INFORMATION CONCERNING THE FUND...77
Trading in Securities of the Fund...77
Ownership of Units...78
Commitments to Acquire Units...79
Insider Support of the Reorganization...79
Previous Purchases and Sales by the Fund...79
Previous Distributions of Securities by the Fund...79
Distributions...79
Expenses of the Fund...79

RISK FACTORS...80
Risks Related to the Reorganization...80
Risks Related to Investment MF LP Post-Reorganization...83

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON...84
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS...84
PRO FORMA DESCRIPTION THE A&R MANAGEMENT AGREEMENT...84
INTERESTS OF EXPERTS...86
OTHER BUSINESS...87
AUDITOR, TRANSFER AGENT AND REGISTRAR...87

vi -

ADDITIONAL INFORMATION...87
GLOSSARY OF TERMS...88
APPROVAL OF THE BOARD OF TRUSTEES...100
CONSENT OF EVANS & EVANS, INC...101

APPENDICES

Appendix "A" Annual Financial Statements – Investment MF LP
Appendix "B" Interim Financial Statements – Investment MF LP
Appendix "C" Annual Management's Discussion and Analysis – Investment MF LP
Appendix "D" Interim Management's Discussion and Analysis – Investment MF LP
Appendix "E" Pro Forma Financial Statements – Investment MF LP
Appendix "F" Reorganization Resolution
Appendix "G" USD Unitholders Resolution
Appendix "H" Fairness Opinion

MANAGEMENT INFORMATION CIRCULAR

Introduction

All capitalized terms used in this Information Circular but not otherwise defined herein shall have the meanings set forth under “Glossary of Terms”. The information contained in this Information Circular is given as at November 6, 2025, except where otherwise noted.

This Information Circular is furnished in connection with the solicitation of Proxies by and on behalf of the management of the Fund for use at the Meeting and any adjournment(s) or postponement(s) thereof. No Person has been authorized to give any information or to make representations in connection with the Reorganization or any other matters to be considered at the Meeting other than those contained in this Information Circular and, if given or made, any such information or representation should not be considered to have been authorized by the Fund or management of the Fund.

This Information Circular does not constitute the solicitation of an offer to acquire any securities or the solicitation of a Proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

All summaries of, and references to, the Reorganization in this Information Circular are qualified in their entirety by reference to the Reorganization Agreement, a copy of which is available under the Fund's issuer profile on SEDAR+ at www.sedarplus.ca, the Fund's website at https://www.starlightinvest.com or upon request without charge to the Fund's head office located at 3280 Bloor Street West, Suite 1400, Centre Tower, Toronto, Ontario M8X 2X3, Attention: Miriam Levin, Executive Vice President, General Counsel (telephone: (416) 234-8444). You are urged to carefully read the full text of such document.

You should not construe the contents of this Information Circular as legal, tax or financial advice and should consult with your own professional advisors as to the relevant legal, tax, financial or other matters in connection herewith.

Caution Regarding Forward-Looking Statements and Information

Certain statements contained in this Information Circular or the documents referenced herein contain “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws. Such forward-looking statements and information include, without limitation, statements or information with respect to the expected costs and benefits of the Reorganization.

Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “seek”, “aim”, “estimate”, “target”, “project”, “predict”, “forecast”, “potential”, “continue”, “likely”, “schedule”, or the negative thereof or other similar expressions concerning matters that are not historical facts.

Forward-looking information in this Information Circular includes, but is not limited in any manner to, statements with respect to: the Reorganization; the meeting date for the Meeting; the intention of the Fund to complete the Reorganization on the terms and conditions described herein and in the Reorganization Agreement; the expected timing for the Effective Date; the Fund's

expected investment returns and performance; the tax consequences of the Reorganization; the anticipated benefits of the Reorganization to the Unitholders generally; necessary approvals and other conditions required to complete the Reorganization; de-listing of the Class A Units and Class U Units from the TSX-V; listing of Investment MF LP's Class A units, and Class U units if the USD Unitholders Resolution is not approved, on the TSX-V; Investment MF LP becoming a reporting issuer; and any other statements regarding the Fund's expectations, intentions, plans and beliefs.

With respect to forward-looking statements and information contained herein or in the documents referenced herein, the Fund has made numerous assumptions. These assumptions include, among other things: the ability to satisfy the conditions to completion of the Reorganization; assumptions made in connection with the anticipated benefits of the Reorganization; the anticipated Effective Date; the Fund's operations prior to Implementation, including expenses and capital requirements of the Fund's Properties; the accuracy of advice received from professional advisors; the impact of the current economic climate and the current U.S. and global financial conditions on the Fund's operations, including its financing capacity and asset value; the absence of material changes to government and environmental regulations affecting the Fund's operations; the performance of the Fund's investments; conditions in the real estate market; interest rates in the U.S. and Canada; and exchange rates in the U.S. and Canada. While management of the Fund considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect.

By their nature, forward-looking statements and information are based on assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements and information. Examples of such risks and uncertainties include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Reorganization Agreement; the inability to complete the Reorganization due to the failure to satisfy the conditions of Implementation, including the failure to obtain the Unitholder Approval of the Reorganization Resolution; the outcome of any legal proceedings that may be instituted against the Fund, Starlight Group or Investment MF LP related to the Reorganization Agreement; risks related to the potential termination of the Reorganization Agreement, including fees, costs and expenses of the Reorganization not being recoverable; the disruption of management's attention from the Fund's ongoing business operations due to the Reorganization; unexpected expenses that arise prior to Implementation that reduce distributions to Unitholders; the effects of local and national economic, credit and capital market conditions, including changes in interest rates, foreign exchange rates, government regulations or in tax laws; risks related to the Taxes payable by the Fund or Investment MF LP and Unitholders or Investment MF LP Unitholders; and the effect of the announcement of the Reorganization on the Fund's relationships with its customers, operating results and business generally. For more information, see "Risk Factors".

Although the Fund has attempted to identify in this Information Circular important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements and information in this Information Circular and the documents referenced herein, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that the forward-looking statements and information in this Information Circular and the documents referenced herein will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking statements and information. Accordingly, readers should not place undue reliance on forward-looking statements or information in this Information Circular, or

in the documents referenced herein. Except as required by applicable Law, the Fund disclaims any intention or obligation to update or revise any of the forward-looking statements or forward-looking information in this Information Circular or the documents referenced herein, whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements and information. All of the forward-looking statements made, and forward-looking information contained, in this Information Circular and the documents referenced herein are qualified by these cautionary statements.

Information for U.S. Unitholders

All financial information related to the Fund included in this Information Circular and the Fund's other disclosure documents has been prepared in accordance with International Financing Reporting Standards and is subject to Canadian auditing and auditor independence standards, which differ from U.S. generally accepted accounting principles ("U.S. GAAP") and U.S. auditing and auditor independence standards in certain material respects. Consequently, such financial information is not comparable in all respects to financial statements prepared in accordance with U.S. GAAP and that are subject to U.S. auditing and auditor independence standards.

The enforcement by investors of civil liabilities under U.S. securities laws may be affected adversely by the fact that the Fund is existing under Canadian laws, that some or all of its officers and directors, as applicable, are residents of countries other than the U.S., that some of the experts named in this Information Circular are residents of countries other than the U.S., and that a portion of the assets of the Fund may be located outside the U.S. As a result, it may be difficult or impossible for Unitholders to effect service of process within the U.S. upon the Fund or its directors or officers or to realize against them upon judgments of courts of the U.S. predicated upon civil liabilities under the federal securities laws of the U.S. or the securities or "blue sky" laws of any state within the U.S. In addition, Unitholders should not assume that the courts in Canada: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the U.S. or the securities or "blue sky" laws of any state within the U.S.; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the U.S. or the securities of "blue sky" laws of any state within the U.S.

Unitholders subject to U.S. federal taxation should be aware that the Reorganization may have material U.S. tax consequences. Such consequences for investors who are residents in, or citizens of, the United States are not described in this Information Circular. Unitholders who are residents or citizens of the United States should consult their own tax advisors to determine the particular consequences of the Reorganization to them.

Currency Presentation and Financial Principles

Unless otherwise indicated, all references to "C$" are to Canadian dollars and all references to "$" or "US$" are to U.S. dollars.

Exchange Rate Information

The following table sets forth, for the periods indicated, the high, low and average rates of exchange for US$1.00, expressed in Canadian dollars, published by the Bank of Canada.

	Year ended December 31, 2023	Year ended December 31, 2024	Nine-month period ended September 30, 2025(1)
	(C$)	(C$)	(C$)
Highest rate during the period	1.3875	1.4416	1.4603
Lowest rate during the period	1.3128	1.3316	1.3558
Average rate for the period	1.3497	1.3698	1.3988
Rate at the end of the period	1.3226	1.4389	1.3921

On October 9, 2025, the final Business Day prior to the announcement of the Reorganization, the daily rate of exchange posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was US$1.00 to C$1.4000. On November 5, 2025, the Business Day prior to the date of this Information Circular, the daily rate of exchange posted by the Bank of Canada for conversion of U.S. dollars into Canadian dollars was US$1.00 to C$1.4120.

GENERAL PROXY MATTERS

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of Proxies by and on behalf of management of the Fund for use at the Meeting and any adjournment or postponement thereof.

The information contained herein is as at November 6, 2025 unless otherwise stated.

Solicitation of Proxies will be primarily by mail but may also be in person, by telephone, by facsimile, by email or by other form of electronic communication. All costs of solicitation will be borne by the Fund. If you have any questions about how to exercise your voting rights, please contact TSX Trust Company, toll-free in North America at +1 (866) 600-5869 or if calling from outside North America at (416) 342-1091 or by email at [email protected].

The Fund has fixed the close of business (Toronto time) November 5, 2025 as the Record Date for determining the Unitholders entitled to receive notice of, and to vote at, the Meeting or any adjournment(s) or postponement(s) thereof.

The Fund will cause the Transfer Agent to make a list of all persons who are Registered Unitholders on the Record Date and the number of Units registered in the name of each person on that date. Each Unitholder is entitled to one vote, for each applicable Unit held, on each matter in which such Unitholder is entitled to vote on at the Meeting registered in its name as it appears on the list.

The Fund has arranged for Intermediaries to forward meeting materials to beneficial Unitholders and the Fund may reimburse the Intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxies

A form of Proxy is enclosed for use by Registered Unitholders and, whether or not you expect to virtually attend the Meeting, please exercise your right to vote. Unitholders who have voted by Proxy may still virtually attend the Meeting. Please complete and return the Proxy in the envelope provided. The Proxy must be executed by the Registered Unitholder or the attorney of such Registered Unitholder, duly authorized in writing. Proxies to be used at the Meeting must be deposited with the Transfer Agent in the envelope provided or otherwise to TSX Trust Company, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, Attention: Proxy Department or by facsimile at (416) 595-9593, not later than 10:00 a.m. (Toronto time) on December 8, 2025 or, if the Meeting is adjourned or postponed, 48 hours, excluding Saturdays, Sundays and holidays, prior to such adjourned or postponed Meeting.

You may also vote by Proxy using the following methods:

Online – Go to www.voteproxyonline.com, enter your 12-digit “Control Number” and provide your voting instructions; or
Fax – Complete your voting instruction, sign and date the Proxy and fax it to TSX Trust Company at 416-595-9593.

The individuals named in the accompanying Proxy are trustees, directors or officers of the Fund or the Manager. A Unitholder may appoint as proxyholder a person or company (who need not be a Unitholder), other than any person designated by management of the Fund in the Proxy, to virtually attend and act on such Unitholder's behalf at the Meeting or at any adjournment thereof. Such right may be exercised by either inserting such other desired proxyholder's name in the blank space provided on the Proxy or by completing another proper Proxy.

Registering a Proxyholder by Registered Unitholders

Registered Unitholders who wish to appoint a third-party proxyholder (other than the suggested management proxies) to represent them at the Meeting must submit their Proxy prior to registering a proxyholder. Registering a proxyholder is an additional step Registered Unitholders will need to complete after submitting a Proxy. Failure to register a proxyholder will result in the proxyholder not receiving a 12-digit "Control Number" to participate in the Meeting. To register a proxyholder, Registered Unitholders must visit https://www.tsxtrust.com/resource/en/75 to obtain a request form and submit the request form to [email protected] not later than 10:00 a.m. (Toronto time) on December 8, 2025, or if the Meeting is adjourned or postponed, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to such adjourned or postponed Meeting, and provide the Transfer Agent with their proxyholder's contact information so that the Transfer Agent may provide the proxyholder with a 12-digit "Control Number" via email. Without a 12-digit "Control Number", proxyholders will not be able to participate online at the Meeting. The online registration details of the proxyholder must match the information provided in the applicable Proxy or Voting Instruction Form to be valid.

Revocation of Proxies by Registered Unitholders

Registered Unitholders who have submitted a Proxy may revoke it as to any matter on which a vote has not already been cast pursuant to its authority by: (a) completing, signing and delivering a Proxy bearing a later date; (b) delivering an instrument in writing, executed by the Unitholder's or by such person's attorney duly authorized in writing, either (i) to the Fund's head office at 3280 Bloor Street West, Suite 1400, Centre Tower, Toronto, Ontario M8X 2X3, Attn: Miriam Levin, Executive Vice President, General Counsel (telephone: (416) 234-8444), at any time up to and including the last Business Day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof, or (ii) to the Chair of the Meeting on the day of the Meeting or any adjournment(s) or postponement(s) thereof; or (c) any other manner permitted by applicable Law.

If a Registered Unitholder who has submitted a Proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such Unitholder on a ballot will be counted and the submitted Proxy will be revoked and disregarded. See "Special Business of the Meeting—Participation by Registered Unitholders and Duly Appointed Proxyholders".

Execution of Proxies

The Proxy must be executed by the Unitholder or his, her or its attorney authorized in writing, or if the Unitholder is a corporation, the Proxy should be signed in its corporate name under its corporate seal by an authorized officer whose title should be indicated. A Proxy signed by a person acting as attorney or in some other representative capacity should reflect such

person's capacity following his, her or its signature and appropriate documentation evidencing qualification and authority to act may be required to be provided (unless such documentation has been previously filed with the Fund).

Exercise of Discretion

Where a choice with respect to any matter to be acted upon has been specified in the Proxy, the Units represented by the Proxy will be voted as directed by the Unitholder. In the absence of such direction, the Units represented by a valid Proxy deposited in the manner described herein will be voted IN FAVOUR of the Reorganization Resolution and, if applicable, IN FAVOUR of the USD Unitholders Resolution. The enclosed Proxy confers discretionary authority upon the persons named therein with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly be brought before the Meeting or any adjournment(s) or postponement(s) thereof. At the time of printing this Information Circular, management of the Fund was not aware of any such amendment, variation or other matter to come before the Meeting. However, if any such amendment, variation or other matter properly comes before the Meeting, the Units represented by Proxies will be voted on such matters in accordance with the best judgment of the named proxyholder.

Non-Registered Holders

Many of the Units are issued in uncertificated form. Accordingly, most Unitholders are Non-Registered Holders because the Units they own are not registered in their names but are instead registered either: (i) in the name of an intermediary with whom the Non-Registered Holder deals in respect of the Units such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans (an "Intermediary"); or (ii) in the name of a clearing agency (such as CDS), of which the Intermediary is a participant. Non-Registered Holders should note that only Proxies deposited by Unitholders whose names appear on the records of the Transfer Agent as the Registered Unitholders can be recognized and acted upon at the Meeting. For example, if Units are listed in an account statement provided to Unitholders by a broker, then in almost all cases those Units will not be registered in such Unitholder's name on the records of the Transfer Agent.

Appointment of Proxies by Non-Registered Holders

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators, the Fund will distribute copies of the Notice of Meeting, this Information Circular and the Proxy to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. Intermediaries are then required to forward the materials to the appropriate Non-Registered Holders. Non-Registered Holders will be given, in substitution for the Proxy otherwise contained in the materials, a request for voting instructions (the "Voting Instruction Form") which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary, will constitute voting instructions which the Intermediary must follow.

These Meeting materials are being sent to both Registered Unitholders and Non-Registered Holders. If you are a Non-Registered Holder, and the Fund or its agent has sent these Meeting materials directly to you, your name and address and information about your holdings of Units have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these Meeting materials to you directly, the Fund (and not the Intermediary holding

on your behalf) has assumed responsibility for (i) delivering these Meeting materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Generally, Non-Registered Holders who have not waived the right to receive Meeting materials will either:

(a) be given a Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature) which is restricted as to the number of Units beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. This Proxy need not be signed by the Non-Registered Holder. In this case, the Non-Registered Holder who wishes to submit a Proxy should otherwise properly complete the Proxy and deposit it with the Transfer Agent, as described above under "Non-Registered Holders"; or

(b) more typically, be given a Voting Instruction Form which must be completed and signed by the Non-Registered Holder in accordance with the directions on the Voting Instruction Form. Non-Registered Holders should submit Voting Instruction Forms to Intermediaries in sufficient time to ensure that their votes are received from the Intermediaries by the Fund.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Units they beneficially own. Should a Non-Registered Holder who receives either a Proxy or a Voting Instruction Form wish to virtually attend and vote at the Meeting (or have another person virtually attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the Proxy and insert their own (or such other person's) name in the blank space provided in the Proxy or, in the case of a Voting Instruction Form, follow the corresponding instructions on the Voting Instruction Form, to appoint themselves as proxyholders, and deposit the Proxy or submit the Voting Instruction Form in the appropriate manner noted above. Non-Registered Holders who appoint proxyholders on their Voting Instruction Form will need to complete, or advise such proxyholders to complete, the request form for a "Control Number" at: https://www.tsxtrust.com/resource/en/75 and submit the request form to [email protected]. Without a "Control Number", proxyholders will not be eligible to vote. Non-Registered Holders should carefully follow the instructions on the Proxy or Voting Instruction Form that they receive from their Intermediary in order to vote the Units that are held through that Intermediary.

Non-Registered Holders receiving a Voting Instruction Form cannot use that form to vote Units directly at the Meeting. The Voting Instruction Form must be returned as directed by the applicable Intermediary well in advance of the Meeting in order to have such Units voted. Non-Registered Holders who wish to attend the Meeting and vote their Units virtually at the Meeting (or have another person attend and vote on behalf of the Non-Registered Holder) should contact their Intermediaries well in advance of the Meeting.

You may also vote online by visiting www.voteproxyonline.com, entering your 12-digit "Control Number" and providing your voting instructions.

Revocation of Proxies by Non-Registered Holders

A Non-Registered Holder giving a Proxy may revoke the Proxy by contacting his or her Intermediary in respect of such Proxy and complying with any applicable requirements imposed by such Intermediary. An Intermediary may not be able to revoke a Proxy if it receives insufficient notice of revocation.

UNITS AND PRINCIPAL HOLDERS THEREOF

The Fund is authorized to issue an unlimited number of Units, of which 3,829,204 Class A Units, 2,675,750 Class C Units, 11,832,497 Class D Units, 669,700 Class E Units, 5,289,444 Class F Units, 1,426,785 Class G Units, 3,500,000 Class I Units and 594,133 Class U Units are issued and outstanding as at November 6, 2025. As at November 6, 2025, Daniel Drimmer beneficially owned, directly or indirectly, or exercised control or direction over 10,000 Class A Units and 750,000 Special Voting Units, representing a voting interest in the Fund of approximately 2.5% (determined on the basis of all Units voting together as a single class). Except as set forth below, no person or company is known to the Fund to beneficially own, or control or direct, directly or indirectly, more than 10% of any class of Units. The data in the table below has been compiled from SEDI and early warning reports available under the Fund's profile on SEDAR+.

Name	Number of Units	Percentage Interest in Units(2)
Daniel Drimmer(1)	10,000 Class A Units	0.26% of Class A Units
	750,000 Special Voting Units	100% of Special Voting Units
	750,000 Investment LP Class B Units	21.89% of Class C Units
2387349 Ontario Limited	500,000 Class C Units	14.60% of Class C Units
LD Naples Partnership	360,000 Class C Units	10.51% of Class C Units
Sussex Capital Inc.	500,000 Class C Units	14.60% of Class C Units
Anna Christiansen	300,000 Class C Units	8.76% of Class C Units
	200,000 Class E Units	29.86% of Class E Units
Bradley Christiansen	300,000 Class C Units	8.76% of Class C Units
	200,000 Class E Units	29.86% of Class E Units
Saskatchewan Teacher's Pension Fund	3,500,000 Class I Units	100% of Class I Units

Notes:

(1) The Class B LP Units of Investment MF LP and Investment SF LP beneficially owned or controlled by Mr. Drimmer are registered in the name of Starlight Group Property Holdings Inc., an entity controlled by Mr. Drimmer and are exchangeable on a 1:1 basis for Class C Units.
(2) The percentage of Class C Units for all Unitholders has been determined assuming exchange of all Investment LP Class B Units for Class C Units.

The close of business (Toronto time) on November 5, 2025 has been established as the Record Date for determining Unitholders entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. The Fund will cause the Transfer Agent to make a list of all persons who are Registered Unitholders on the Record Date and the number of Units registered in the name of each person on that date. Each Unitholder is entitled to one vote, for each applicable Unit held, on each matter in which such Unitholder is entitled to vote on at the Meeting.

SPECIAL BUSINESS OF THE MEETING

Meeting

The Meeting will be constituted as a special meeting. At the Meeting, Unitholders will be asked to consider and, if thought fit, pass the Reorganization Resolution and holders of U.S. Dollar Units will be asked to consider and, if thought fit, pass the USD Unitholders Resolution, the full texts of which are set forth in Appendix "F" and Appendix "G", respectively, hereto, approving the Reorganization and related transactions.

At the Meeting, pursuant to the Declaration of Trust and discretionary relief granted by the Canadian Securities Administrators, Unitholders will vote on the Reorganization Resolution together as a single class. For more information, see "Principal Legal Matters—Securities Law Matters". To be approved, the Reorganization Resolution must receive the affirmative vote of not less than (i) 66⅔% of the votes cast by Unitholders, present virtually or represented by proxy at the Meeting, voting together as a single class; and (ii) a simple majority of the votes attached to the Units cast by Disinterested Unitholders, present virtually or represented by proxy at the Meeting pursuant to MI 61-101, voting together as a single class. Approval of the Disinterested Unitholders is also required pursuant to TSX-V Policy 5.3 as a result of the potential sale of Buda Mezz LLC, the cancellation of the Carried Interest, the spin out of Investment SF LP, and the ongoing arrangements with the holder of Class I Units.

To be effective, the USD Unitholders Resolution must be approved by a simple majority of the votes attached to the U.S. Dollar Units held by Unitholders present virtually or represented by proxy at the Meeting, voting as a single class. Implementation of the Reorganization is not conditional on the result of the USD Unitholders Resolution.

Quorum for the Meeting of the Unitholders will be individuals present in person or represented by proxy, not being less than two in number and such persons holding or representing by proxy in aggregate not less than 10% of the total number of outstanding Units. Quorum for the USD Unitholders Vote will be individuals present in person or represented by proxy, not being less than two in number and such persons holding or representing by proxy in aggregate not less than 10% of the total number of outstanding U.S. Dollar Units, voting as a single class.

Virtual-Only Format

The Meeting will be hosted only online by way of a live audio webcast. A summary of the information Unitholders will need to attend the online Meeting is provided below. The Meeting will begin at 10:00 a.m. (Toronto time) on December 10, 2025 and can be accessed online by going to https://virtual-meetings.tsxtrust.com/1861. Unitholders will have an opportunity to participate at the Meeting online, regardless of their geographic location, but Unitholders will not be able to physically attend the Meeting. Registered Unitholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting. Non-Registered Holders who have not duly appointed themselves as proxyholder will be able to listen to the Meeting as a guest but will not be able to vote or submit questions at the Meeting.

Participation by Registered Unitholders and Duly Appointed Proxyholders

Registered Unitholders that have a 12-digit "Control Number" located on their Proxy, along with duly appointed proxyholders who were assigned a 12-digit "Control Number" by the Transfer

Agent (see “General Proxy Matters—Appointment of Proxies”), will be able to vote and submit questions during the Meeting.

To vote online during the Meeting,

Go to https://virtual-meetings.tsxtrust.com/1861 at least 30 minutes prior to the start of the Meeting to login;
Click on “I have a control number” and enter your 12-digit “Control Number” along with the password: “surf2025” (case sensitive);
Accept the terms and conditions of the Meeting (as further described below); and
Vote during the Meeting.

Registered Unitholders and duly appointed proxyholders using a 12-digit “Control Number” to login to the Meeting will be required to accept the terms and conditions of the Meeting. In such circumstances, Registered Unitholders and duly appointed proxyholders will be provided with the opportunity to vote by online ballot on matters put forth at the Meeting. If a Registered Unitholder or duly appointed proxyholder has already voted by proxy and such Registered Unitholder or duly appointed proxyholder votes again during the online ballot during the Meeting, the previously submitted proxy will be revoked.

It is important that Registered Unitholders and duly appointed proxyholders eligible to vote at the Meeting are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is the responsibility of each Registered Unitholder and duly appointed proxyholder to ensure connectivity for the duration of the Meeting. Registered Unitholders and duly appointed proxyholders should allow ample time before the Meeting’s scheduled start time to log in to the Meeting online and complete the related procedures.

Participation by Non-Registered Holders

Non-Registered Holders who have not appointed themselves to vote at the Meeting but who wish to listen to the Meeting virtually will only be able to do so as a guest by going to https://virtual-meetings.tsxtrust.com/1861 prior to the start of the Meeting, clicking on “I am a Guest” and completing the online form. Such Non-Registered Holders will be able to listen to the Meeting but will not be able to vote or submit questions.

Voting at the Meeting

A Registered Unitholder or a Non-Registered Holder who has appointed himself/herself or a third-party proxyholder to represent them at the Meeting, will appear on a list of Unitholders prepared by the Transfer Agent. To have the Units of such Unitholders voted at the Meeting, each Registered Unitholder or proxyholder will be required to enter his or her 12-digit “Control Number” provided by the Transfer Agent at https://virtual-meetings.tsxtrust.com/1861 prior to the start of the Meeting and will be required to accept certain terms and conditions. In order to vote, Non-Registered Holders who appoint themselves as a proxyholder must obtain a request form from https://www.tsxtrust.com/resource/en/75 and submit the request form to the Transfer Agent at [email protected] after submitting their Voting Instruction Form in order to receive a 12-digit “Control Number”. See “General Proxy Matters—Registering a Proxyholder” above.

Interested Unitholders

The Interested Unitholders will be excluded from voting their Units and Special Voting Units at the Meeting for the purposes of determining whether minority approval for the Reorganization Resolution has been obtained. As at November 6, 2025, to the knowledge of the Fund, the Interested Unitholders beneficially owned or otherwise controlled 4,793,000 Units, representing approximately 15.7% of the 30,567,513 Units and Special Voting Units issued and outstanding.

BACKGROUND TO THE REORGANIZATION

The Fund

The Fund was established as a “closed-end” limited term fund in November 2021. The Fund’s investment objectives are to: (a) directly or indirectly acquire, own, and operate a portfolio primarily composed of income-producing residential properties that demonstrate value based on pricing and local supply and demand trends to achieve the Fund’s target metrics, and are located primarily in Arizona, California, Colorado, Florida, Georgia, Idaho, Nevada, North Carolina, Oregon, South Carolina, Tennessee, Texas, Utah and Washington; (b) make stable monthly cash distributions; and (c) increase net operating income through active asset management, which may include high return, value-add capital expenditures, lease up of non-stabilized properties, utilizing revenue management software to increase rental rates, revenue enhancement through ancillary income opportunities and operating expenses reductions, best-in-class property management and economies of scale, with the goal of ultimately directly or indirectly disposing of its interests in the assets.

The time horizon for the Fund was intended to be up to three years, with the initial term scheduled to expire in November 2024, and with two one-year extensions available subject to approval of the Board of Trustees. The term of the Fund may be extended beyond five years only by special resolution of the Unitholders. The Fund’s term was initially extended to November 2025, and subsequently extended to November 2026.

Since early 2022, concerns over elevated levels of inflation have resulted in a significant increase in interest rates with the U.S. Federal Reserve raising the Federal Funds Rate by approximately 525 basis points. During the third quarter of 2024, the U.S. Federal Reserve reduced the Federal Funds Rate by 50 basis points and in November and December 2024, respectively, reduced the rate by a further 25 basis points during each such period. Short-term interest rate increases typically lead to increases in borrowing costs for the Fund, reducing cash flow, given that the Fund primarily employs a variable rate debt strategy due to the Fund’s initial three-year term in order to provide maximum flexibility upon the eventual sale of the Properties during or at the end of the Fund’s term. Similarly, as interest rates decrease, the Fund’s floating rate debt can benefit from such reductions.

As a result of this debt strategy, the Fund has faced increased debt service costs as well as decreased valuations on its assets which were not initially anticipated at the time of the Fund’s initial public offering in November 2021. Given that the Fund was formed as a “closed-end” investment vehicle, the Fund is restricted from raising any additional equity, which may have otherwise assisted in making any principal repayments of the loans payable on the Fund’s Properties in order to meet certain extension conditions.

During 2024, the Fund completed the disposition of all of its single-family Properties, retaining certain entities in the Fund's structure that previously indirectly owned the single-family Properties.

On April 29, 2025, the Fund disposed of one of its multi-family Properties (known as Lyric Apartments) and repaid the associated loan. A further multi-family Property (known as Eight at East) was disposed of on August 12, 2025 and the associated loan was repaid.

On October 21, 2025, the Fund announced that as previously disclosed, the Fund's Emerson at Buda property was unable to satisfy the loan extension conditions in respect of its outstanding loans and that one of the lenders may consider commencing foreclosure proceedings. The Fund confirmed that the foreclosure proceedings were finalized on October 21, 2025, through a public auction which resulted in the transfer of ownership of Emerson of Buda (through foreclosure and resulting transfer of the ownership interests in Buda Acquisition LLC) to a third party. Prior to the transfer, Emerson at Buda was valued by the Fund at less than the associated loans. The transfer of the Emerson at Buda property resulted in no net proceeds to the Fund and had no impact on the net asset value of the Fund. As a result of the foregoing foreclosure, there will be no sale of the Sale Property to Starlight Group as part of the Reorganization, however Starlight Group will acquire Buda Mezz LLC in the event the lender to Buda Mezz LLC consents to such transfer. The Reorganization is not conditional on this transfer.

The purposes of the Reorganization are, among other things, to simplify the Fund's capital structure, including by reducing the number of classes of units from nine (including the Special Voting Units) to one (or, depending on the result of the USD Unitholders Resolution, two), increasing liquidity for investors by having all of the resulting units listed on a stock exchange, eliminating compliance associated with the Fund being a trust and with the maintenance of the legacy entities within the former single-family residential holding structure, and eliminating potential for Starlight Group and the President of the Fund to receive any "Carried Interest". Furthermore, the extended term of Investment MF LP will allow the Manager to continue to actively manage the Properties in the aim of maximizing value for investors on sales thereof.

The Reorganization

The Reorganization Agreement is a result of negotiations between representatives of the Fund, the Special Committee and Starlight Group and their advisors. The following is a summary of the main events leading up to the negotiation of the Reorganization Agreement and the meetings and discussions between the parties that preceded the execution of the Reorganization Agreement and public announcement of the Reorganization on October 10, 2025.

The Manager, having previously considered alternative financing solutions to address the Fund's debt service costs, proposed a potential reorganization of the Fund. In early August 2025, the Manager engaged Blake, Cassels & Graydon LLP, counsel to the Fund, and KPMG LLP, to consider the structuring of a potential reorganization. Over the course of August, the proposed steps were further refined.

In early September 2025, the Manager proposed the Reorganization to the Board, and on September 4, 2025, the Board, counsel to the Fund and management met to discuss the proposed Reorganization. The Board formed the Special Committee, composed of Harry Rosenbaum, as Chair, and Kelly Smith, being the two independent trustees of the Fund, in order to consider the Reorganization and potential alternatives thereto given the proposed role

of Starlight Group as purchaser of the Emerson at Buda property and the other transactions contemplated by the Reorganization. The Special Committee then retained Wildeboer Dellelce LLP to act as counsel to the Special Committee.

Following its engagement, the Special Committee held an initial meeting with Wildeboer Dellelce LLP to review and consider the Special Committee's formal mandate.

Subsequent to this initial meeting, the Special Committee met with its legal counsel to discuss the engagement of an independent financial advisor to provide a fairness opinion in respect of the Reorganization. At this meeting, the Special Committee also reviewed and discussed the timeline for the Reorganization with its counsel. Following such meeting, the Special Committee reviewed proposals from two independent financial advisors to provide a fairness opinion and on September 18, 2025, the Special Committee engaged Evans & Evans to provide the Fairness Opinion, and also approved the engagement of an independent appraiser to appraise all of the assets of the Fund.

Over the course of September and early October 2025, the Fund, the Special Committee, counsel to the Fund and counsel to the Special Committee, after determining to focus on the Reorganization, negotiated the terms of the Reorganization Agreement. During such period, the Special Committee, the Fund and their respective legal counsel met several times to review and consider in detail the terms and conditions of various drafts of the Reorganization Agreement and proposed Reorganization as a whole, including the anticipated benefits of the Reorganization to the Fund and its stakeholders and weighed those against the associated risks and alternatives available to the Fund. The Special Committee also considered and discussed the implications of a foreclosure of the Emerson at Buda property and the required lender consents to complete the Reorganization.

On October 9, 2025, the Special Committee met to review and consider the proposed Reorganization, with representatives from management, Evans & Evans, and counsel to the Special Committee and the Fund in attendance. Blake, Cassels & Graydon LLP provided a summary of the status and terms of the Reorganization Agreement and Reorganization steps. The Special Committee discussed and considered the terms of the Reorganization Agreement and the proposed Reorganization. Evans & Evans also orally delivered to the Special Committee and the Board the Fairness Opinion (later confirmed by delivery of a written opinion dated October 10, 2025) that as of the date of such opinion and based upon and subject to the limitations, qualifications, assumptions and other matters set out therein, the Reorganization is fair, from a financial point of view, to the Unitholders (other than the Interested Unitholders). The Special Committee then held an in camera session with its legal counsel and Evans & Evans without members of management or counsel to the Fund present.

Over the course of October 10, 2025, the Special Committee deliberated and reviewed the provided materials, such as the Appraisals and the draft Reorganization Agreement with its counsel. After due consideration, the Special Committee unanimously determined to recommend to the Board that it authorize and approve the Reorganization, the Fund entering into the Reorganization Agreement and other related matters (other than the extension of the term of the Fund, which was approved by the Board of Trustees (without any Trustees abstaining from voting) concurrently with the approval Reorganization Agreement by the Board of Trustees), subject to the satisfactory finalization of the Reorganization Agreement.

The Board of Trustees, after considering the recommendations of the Special Committee, unanimously determined (with Mr. Drimmer declaring his interest and refraining

from voting on the matter), based upon, among other things, the recommendation of the Special Committee and consultation with outside legal counsel and advisors, that: (a) the Reorganization is fair, from a financial point of view, to the to the Unitholders (other than the Interested Unitholders); (b) determined that the Reorganization is in the best interests of the Fund; (c) approved the Reorganization, the entering into of the Reorganization Agreement and related matters; and (d) determined to unanimously recommend that Unitholders vote IN FAVOUR of the Reorganization Resolution, in each case, subject to the satisfactory finalization of the Reorganization Agreement.

The Reorganization Agreement was finalized and executed on the evening of October 10, 2025. The Fund issued a news release announcing the Reorganization on October 10, 2025.

Recommendation of the Special Committee

The Special Committee, after consultation with its independent legal advisors and having taken into account the Fairness Opinion, together with such other matters as it considered necessary and relevant, including the factors set out below under the heading “Reasons for the Unanimous Recommendation of the Board of Trustees and the Special Committee”, unanimously determined that the Reorganization (other than the extension of the term of Investment MF LP, which was approved by the full Board of Trustees without any abstentions) is fair, from a financial point of view, to the Unitholders (other than the Interested Unitholders), and is in the best interests of the Fund and the Unitholders, and unanimously recommended that the Board of Trustees approve the Reorganization and other related matters.

Recommendation of the Board of Trustees

Having received the Fairness Opinion and the unanimous recommendation of the Special Committee, and having considered a number of other factors, including those noted below, the Board of Trustees unanimously concluded (with Mr. Drimmer declaring his interest, recusing himself from the discussion and refraining from voting on the matter) that the Reorganization is fair, from a financial point of view, to the Unitholders (other than the Interested Unitholders), and is in the best interests of the Fund. Furthermore, the Board of Trustees (without any Trustees abstaining from voting) also unanimously approved the extension of the term of Investment MF LP. Accordingly, the Board of Trustees unanimously approved the Reorganization and unanimously recommends that the Unitholders vote IN FAVOUR of the Reorganization Resolution.

The Board further recommends that Unitholders vote IN FAVOUR of the USD Unitholders Resolution, in order to better achieve the objectives of the Reorganization by simplifying the capital structure of the Fund.

Reasons for the Unanimous Recommendation of the Board of Trustees and the Special Committee

The Special Committee and the Board of Trustees have carefully considered all aspects of the Reorganization and have received the benefit of advice from their respective financial and legal advisors. The Special Committee and the Board of Trustees identified a number of factors as being most relevant to their respective unanimous recommendations to the Unitholders to vote IN FAVOUR of the Reorganization Resolution.

The Special Committee and the Board of Trustees did not consider it practical to, and did not attempt to, assign relative weights to the various factors. In addition, the Special Committee and the Board of Trustees and individual members of the Special Committee and the Board of Trustees may have given different weight to different factors. The following discussion of the information and factors considered and evaluated by the Special Committee and the Board of Trustees is not intended to be exhaustive of all factors considered and evaluated by the Special Committee and the Board of Trustees. The conclusions and recommendations of the Special Committee and the Board of Trustees were made after considering the totality of the information and factors considered.

Reduced Costs: The Reorganization would eliminate ongoing costs associated with maintaining the status of the Fund as a “mutual fund trust” and other tax compliance requirements associated with the Fund being a trust rather than a limited partnership. Investment MF LP will also have reduced ongoing costs through the disposition of the legacy single-family entities to the Starlight Group. Ongoing reporting costs and other compliance would also be reduced by the simplification of the number of unit classes of the Fund as compared to Investment MF LP.
Enhanced Liquidity: The Investment MF LP Units that Unitholders are expected to receive may provide Unitholders with enhanced liquidity, as, if the USD Unitholders Resolution is approved, Investment MF LP will have only a single class of Canadian-dollar denominated units, and if the USD Unitholders Resolution is not approved, Investment MF LP will have one class of Canadian-dollar denominated units and one class of U.S. dollar-denominated units, in each case, listed on the TSX-V, as compared to the two classes of listed Units, six classes of unlisted Units, Special Voting Units, and exchangeable units.
Cancellation of the Carried Interest: The Reorganization will result in the cancellation of the Carried Interest for a nominal amount. While the Carried Interest is currently unfunded, removing the Carried Interest recognizes that Unitholders have not to date achieved the targeted returns, and accordingly gives Unitholders the opportunity to fully participate in future returns, simplifies the organizational structure of the Fund, and removes the possibility of the Carried Interest being paid in the future in the event that Property valuations recover and the applicable threshold return is achieved.
Simplified Organization Structure: As noted above, the Reorganization will result in Unitholders no longer indirectly owning the legacy single-family entities. Furthermore, in connection with the cancellation of the Carried Interest, the general partner interest in Holding MF LP, currently indirectly owned by Starlight Group and the President of the Fund and which is entitled to receive the Carried Interest, will be sold to a subsidiary of Investment MF LP, and Holding MF LP and will become wholly-owned by Investment MF LP.
Role of the Special Committee: The Special Committee took an active and independent role in supervising the strategic decisions with respect to the Reorganization and provided oversight and guidance with respect to structuring the Reorganization. The Special Committee and the Board of Trustees considered a number of factors, including the cost benefits, reduction in compliance costs, and simplified organizational structure, that would benefit the Fund as the Manager seeks to improve valuations over the term of Investment MF LP.

Fairness Opinion: The Special Committee and the Board of Trustees received the Fairness Opinion from Evans & Evans to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications, assumptions and other matters set out therein, the Reorganization is fair, from a financial point of view, to Unitholders (other than the Interested Unitholders). See “Background to the Reorganization—Evans & Evans, Inc. Fairness Opinion” and Appendix “H” to this Information Circular.
Appraisals: The Special Committee and the Board of Trustees received the Appraisals in respect of the Fund's Properties. The aggregate purchase price that would have been paid for the Sale Property (and now for the LLC Interests) is within the range of the estimated value of the Sale Property (net of associated debt), subject to the analyses, assumptions, qualifications and limitations set out in the Appraisals. See “Background to the Reorganization—Appraisals” to this Information Circular.
Tax Implications of Reorganization: The Board of Trustees considered the tax implications of the Reorganization with the Fund's advisors and, in particular, (a) the Reorganization would be a taxable event for taxable Canadian Unitholders and (b) in the event that U.S. MF REIT pays dividends in the future, U.S. withholding taxes attributable to such dividends will be determined and allocated based on the taxable status of individual Investment MF LP Unitholders, and may be reduced as compared to the U.S. withholding taxes that would be determined at the Trust level in the existing structure. See “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations”.
Timing for Completion: The terms and conditions of the Reorganization Agreement, including the covenants of the Fund and conditions to completion of the Reorganization, are, in the judgment of the Special Committee and the Board of Trustees, after consultation with its advisors, reasonable and can be achieved within the timeframe contemplated by the Reorganization Agreement, with Implementation currently expected in mid-December 2025.
Unitholder Approval: The Reorganization Resolution must be approved by (i) at least 66⅔% of votes by Unitholders, voting as a single class, present virtually or represented by proxy at the Meeting, and (ii) a simple majority of votes attached to the Units held by Disinterested Unitholders, voting as a single class, present virtually or represented by proxy at the Meeting. See “Special Business of the Meeting”. Implementation of the Reorganization is not conditional on the result of the USD Unitholders Resolution.
Termination of the Reorganization Agreement: Starlight Group and the Fund have the right to terminate the Reorganization Agreement in certain circumstances.

In addition to the foregoing, the Special Committee and the Board of Trustees also considered a variety of risks and other potentially negative factors relating to the Reorganization including those matters described under the heading “Risk Factors”. The Special Committee’s and the Board of Trustees’ reasons contain forward-looking information, and are subject to various risks and assumptions. See “Caution Regarding Forward-Looking Statements and Information”.

Evans & Evans Fairness Opinion

Evans & Evans was requested to provide an opinion concerning the fairness, from a financial point of view, of the Reorganization to the Unitholders (other than the Interested Unitholders). In connection with this mandate, Evans & Evans verbally delivered the Fairness Opinion on October 9, 2025 to the Special Committee and the Board of Trustees to the effect that, in the opinion of Evans & Evans, as of the date of such opinion and based upon and subject to the limitations, qualifications, assumptions and other matters set out therein, the Reorganization is fair, from a financial point of view, to the Unitholders (other than the Interested Unitholders).

The full text of the written Fairness Opinion, dated October 10, 2025, setting out the assumptions made, matters considered and limitations and qualifications of the review undertaken by Evans & Evans in connection with the Fairness Opinion, is attached as Appendix "H" to this Information Circular and should be read carefully in its entirety. The summaries of the Fairness Opinion in this Information Circular are qualified in their entirety by reference to the full text of the Fairness Opinion. The Fairness Opinion is not a recommendation as to how any Unitholder should vote with respect to the Reorganization or any other matter.

The Fairness Opinion was one of many factors considered by the Special Committee and the Board of Trustees in evaluating the Reorganization (with, in the case of the Board of Trustees, Mr. Drimmer declaring his interest and refraining from voting on the matter) in determining that the Reorganization is in the best interests of the Fund, and the Board of Trustees unanimously recommending that Unitholders vote IN FAVOUR of the Reorganization Resolution.

Pursuant to the terms of the engagement letter entered into by the Fund and Evans & Evans, Evans & Evans received a fixed fee for rendering the Fairness Opinion, with such fixed fee being payable regardless of the conclusion reached in the Fairness Opinion and whether or not the Reorganization is completed. The Fund has also agreed to indemnify Evans & Evans from and against certain liabilities and to reimburse Evans & Evans for its expenses incurred in connection with Evans & Evans' mandate. Furthermore, Evans & Evans has not been asked to prepare and has not prepared a formal valuation or appraisal of any of the assets or securities of the Fund and the Fairness Opinion should not be construed as such. Evans & Evans provided the Fairness Opinion for the use of the Special Committee and the Board of Trustees in connection with their evaluation of the Reorganization, and the Fairness Opinion may not be used by any other person or relied upon by any other person other than the Special Committee and the Board of Trustees without the express prior written consent of Evans & Evans.

In the ordinary course of its business and unrelated to the Reorganization, Evans & Evans or its affiliates may provide financial advisory and other financial services to the Fund, Starlight Group, the Manager and/or other interested parties in the Reorganization in the future, for which Evans & Evans or its affiliates may receive compensation.

Evans & Evans has not been engaged to provide any financial advisory services with respect to the Reorganization.

In deciding to recommend and approve the Reorganization, the Special Committee and the Board of Trustees considered, among other things, the Fairness Opinion. The Fairness Opinion was only one of many factors considered by the Special Committee and the Board of Trustees in evaluating the Reorganization and should not be viewed as determinative of the

views of the Special Committee or the Board of Trustees with respect to the Reorganization or the Investment MF LP Class A Units and, if applicable, the Investment MF LP Class U Units to be received by Unitholders in connection with the Reorganization. In assessing the Fairness Opinion, the Special Committee and the Board of Trustees considered and assessed the independence of Evans & Evans.

The Special Committee and Board of Trustees urge Unitholders to read the Fairness Opinion in its entirety. See Appendix "H" to this Information Circular.

Appraisals

A copy of each Appraisal has been filed by the Fund under its issuer profile on SEDAR+ at www.sedarplus.ca and are available for inspection at, or will be sent to a Unitholder without charge upon request to the Fund's head office located at 3280 Bloor Street West, Suite 1400, Centre Tower, Toronto, Ontario M8X 2X3, Attention: Miriam Levin, Executive Vice President, General Counsel (telephone: (416) 234-8444). The following is a summary of the Appraisals but is not intended to be complete and is qualified in its entirety by reference to the full text of each Appraisal. Please refer to the Appraisals for a full description of the terms and conditions thereof.

The Manager retained the Appraiser to provide an independent appraisal of the fair market value of each of the Properties (collectively, the "Appraisals"). The Appraisals in respect of Emerson at Buda, Bainbridge Sunlake, Indigo Apartments and The Ventura were each completed as of September 1, 2025.

Based on the Appraisals, the estimated market value of each of the Properties (in aggregate), is as follows:

Property	Estimated Value (US$)
Emerson at Buda	55,500,000
Bainbridge Sunlake	71,300,000
Indigo Apartments	109,000,000
The Ventura	85,400,000

Appraisal Methodology

The Appraisals were prepared in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute (United States) and in conformity with the United States Uniform Standards of Professional Appraisal Practice.

The current economic definition of "market value" agreed upon by various agencies that regulate federally insured financial institutions in the U.S. and as used in the Appraisals is, "the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus." Implicit in this definition of market value

is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: (i) buyer and seller are typically motivated; (ii) both parties are well informed or well advised, and acting in what they consider their best interests; (iii) a reasonable time is allowed for exposure in the open market; (iv) payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and (v) the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.

In valuing the Properties (including the estimated market value of each Property), the Sales Comparison Approach, the Income Capitalization Approach and the Cost Approach (as such terms are defined below) were utilized by the Appraiser. The Sales Comparison Approach is founded upon the principle of substitution that holds that the cost to acquire an equally desirable substitute property without undue delay ordinarily sets the upper limit of value. At any given time, prices paid for comparable properties are construed by many to reflect the value of the property appraised. The validity of a value indication derived by this approach is heavily dependent upon the availability of data on recent sales of properties similar in location, size, and utility to the appraised property (the "Sales Comparison Approach"). The Income Capitalization Approach is based on the principle of anticipation that recognizes the present value of the future income benefits to be derived from ownership in a particular property. The Income Capitalization Approach is most applicable to properties that are bought and sold for investment purposes, and is considered very reliable when adequate income and expense data are available. Since income-producing real estate is most often purchased by investors, this approach is valid and is generally considered the most applicable when the property being appraised was designed for, or is easily capable of producing a rental income (the "Income Capitalization Approach").

The Cost Approach is based on the premise that the value of a property can be indicated by the current cost to construct a reproduction or replacement for the improvements minus the amount of depreciation evident in the structures from all causes plus the value of the land and entrepreneurial profit. This approach to value is particularly useful for appraising new or nearly new improvements (the "Cost Approach").

The Appraiser visited each Property to assess location and general physical characteristics and estimated the highest and best use for each Property. In appraising each Property, the Appraiser assumed: that title to such Property was clear and marketable and that there were no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value; that there were no concealed or dubious conditions of the subsoil or subsurface waters including water table and flood plain, unless otherwise noted; that there were no regulations of any government entity to control or restrict the use of the property unless specifically referred to in the Appraisal; that the Property will not operate in violation of any applicable government regulations, codes, ordinances or statutes; that all improvements, equipment and building services, if any, are structurally sound and suffer no concealed or latent defects or inadequacies other than those noted in the Appraisal; and that any proposed construction of rehabilitation referred to in the Appraisal is completed within a reasonable time and in a workmanlike manner according to or exceeding then accepted standards of design and methods of construction. The Appraiser further assumed that all factual data furnished by others (including the Manager, the Fund and the Fund's Representatives, or persons designated by the Manager or the Fund, in each case as applicable, to supply such data), was accurate and correct.

In general, appraisals such as the Appraisals represent only the analysis and opinion of qualified experts as of the effective date of such appraisals and are not guarantees of present or future value. There is no assurance that the assumptions employed in determining the appraised

values of the Properties are correct as of the date of such valuations or this Information Circular or that such valuations actually reflect an amount that would be realized upon a current or future sale of any of the Properties or that any projections included in the Appraisals will be attainable. In addition, the Appraisals in respect of Emerson at Buda, Bainbridge Sunlake, Indigo Apartments and The Ventura each have an effective date of September 1, 2025. As prices in the real estate market fluctuate over time in response to numerous factors, the fair market value of the Properties shown on the Appraisals may be an unreliable indication of their current market value. Readers of the appraisals should note the data and comparables used in the Appraisals are data points that occurred in the past and there is projection risk associated with using lagging indicators, and the opinions in the Appraisals are as of a specific point in time and may change in the near term.

Caution should be exercised in the evaluation and use of the Appraisals. An appraisal is an estimate of market value based on a subjective comparison of related activity taking place in the real estate market and is not a precise measure of value. The Appraisals are based on various assumptions of future expectations and while the Appraiser's internal forecasts of net operating income for the Properties are considered to be reasonable at the current time, some of the assumptions may not materialize or may differ materially from actual experience in the future.

THE REORGANIZATION

Required Unitholder Approval

The Reorganization Resolution must be approved by at least 66⅔% of the votes cast by Unitholders, voting together as a single class, present virtually or represented by proxy at the Meeting. As the Reorganization constitutes a "business combination" for the purposes of MI 61-101, the Reorganization Resolution must also be approved by a simple majority of the votes attached to the Units cast by Disinterested Unitholders, voting together as a single class, present virtually or represented by proxy at the Meeting pursuant to MI 61-101. Approval of the Disinterested Unitholders is also required pursuant to TSX-V Policy 5.3 as a result of the potential sale of Buda Mezz LLC, the cancellation of the Carried Interest, the spin out of Investment SF LP, and the ongoing arrangements with the holder of Class I Units. For more information, see "Principal Legal Matters—Securities Law Matters". Implementation of the Reorganization is not conditional on the result of the USD Unitholders Resolution.

In the event that the Reorganization Resolution is not approved at the Meeting, the Fund will continue its operations in the ordinary course, which may include the disposition of some or all of the Fund's assets, with its current term scheduled to expire in November 2026.

To the knowledge of the Fund, after reasonable inquiry, as at November 6, 2025, there were 4,793,000 Units and Special Voting Units beneficially owned or controlled or directed by Interested Unitholders, representing approximately 15.7% of the 30,567,513 Units issued and outstanding.

Reorganization

If the Reorganization is consummated, among other things: (i) holders of Units will become holders of limited partnership interests in Investment MF LP, the "Carried Interest" will be cancelled, the Fund will be terminated, and Investment MF LP will be listed on the TSX-V and have a term to be set to November 15, 2029, being three years from the current expiry of the Fund on November 15, 2026.

Set out below are the expected exchange ratios for the Units in connection with the issuance of Investment MF LP Class A Units or, if applicable, Investment MF LP Class U Units:

Class of Fund Units	Exchange Ratio	Class of Investment MF LP Units	# of Investment MF LP Units^{(1)}
Canadian Dollar Units
Class A	1:1	Class A	3,829,204
Class C	1:1.055410	Class A	3,615,571
Class D	1:1	Class A	11,832,497
Class F	1:1.031660	Class A	5,456,908
Class I	1:1.055410 + amount necessary to satisfy accrued Class I Asset Management Fee Reduction Amounts^{(2)}	Class A	4,434,026
U.S. Dollar Units
If the USD Unitholders Resolution is approved
Class E	1:1.031660 x USD:CAD exchange rate^{(3)}	Class A	863,753
Class G	1:1 x USD:CAD exchange rate^{(3)}	Class A	1,783,739
Class U	1:1 x USD:CAD exchange rate^{(3)}	Class A	742,774
If the USD Unitholders Resolution is not approved
Class E	1:1.031660	Class U	690,903
Class G	1:1	Class U	1,426,785
Class U	1:1	Class U	594,133

Notes:
(1) As of November 6, 2025, based on 3,829,204 Class A units, 2,675,750 Class C Units and 750,000 Investment LP Class B Units (which will be exchanged into 750,000 Class C Units on a 1:1 basis prior to exchange into the Investment MF LP Class A Units), 11,832,497 Class D Units, 5,289,444 Class F Units, 3,500,000 Class I Units, 669,700 Class E Units, 1,426,785 Class G Units and 594,133 Class U Units outstanding.
(2) Approximately US$304,000 as of September 30, 2025.
(3) C$1.25018 to US$1.00, being the exchange rate on closing of the Fund's initial public offering used to allocate the proportionate interests of the Fund.

Reorganization Mechanics

The following summarizes the steps which will occur under the Reorganization, if all conditions to the implementation of the Reorganization have been satisfied or waived. The following description of steps is qualified in its entirety by the full text of the Reorganization Agreement, a copy of which has been filed by the Fund under its issuer profile on SEDAR+ at www.sedarplus.ca. Capitalized terms used in this section but not defined have the meanings given in the Reorganization Agreement.

The Reorganization Agreement provides that each of the Fund and Starlight Group covenants and agrees, subject to the terms and conditions of the Reorganization Agreement, and subject to any amendments agreed to in writing by the Parties, to take all reasonable steps necessary or desirable to complete the transactions set forth below (collectively, the "Reorganization") in the sequence of steps described below, which the parties agreed will occur sequentially at five minute intervals in the order set forth below starting at the Effective Time, except where otherwise stated:

Amendment of Investment MF LP Agreement. The Fund will cause Investment MF GP to, and the Fund and Starlight Group will, enter into an amended and

restated Investment MF LP Agreement having the terms set out in Exhibit 1 to the Reorganization Agreement (the "A&R Investment MF LP Agreement") See "Pro Forma Description of Investment MF LP—Investment MF LP Units". The Investment MF LP Class A Units held by the Fund will be subdivided such that the Fund has sufficient Investment MF LP Class A Units to complete the step contemplated in (11) below, provided that in the event the USD Unitholders Resolution is not approved such that the holders of U.S. Dollar Units will receive Investment MF LP Class U Units, a portion of the Investment MF LP Class A Units held by the Fund will be subdivided and redesignated as Investment MF LP Class U Units concurrently with the entry into the A&R Investment MF LP Agreement in order to complete the step contemplated in (11) below. In addition, to the extent they remain outstanding at the Effective Time, the Investment MF LP Class B Units will be reclassified and subdivided into the number Investment MF LP Class A Units corresponding to the number of Investment MF LP Class A Units Starlight Group would receive if it were to exchange its Investment MF LP Class B Units for Class C Units prior to the step contemplated in (11) below.

Exchange of Investment SF LP Class B Units. Starlight Group will exchange its Investment SF LP Class B Units for Class C Units of the Fund in accordance with their terms.
Amendment of Declaration of Trust. The Board of Trustees, in accordance with the Reorganization Resolution, will execute an amendment to the Declaration of Trust (i) providing for the creation of the Class X Units and (ii) to amend section 16.3 [Effect of Termination] thereof to provide for a special liquidation of the Fund in accordance with (11).
Buda Mezz LLC Sale. Provided that the Buda Mezz Lender Consent is obtained, the Fund and Starlight Group will take all steps necessary to cause U.S. MF REIT and U.S. SF REIT to enter into and immediately consummate a purchase and sale agreement pursuant to which U.S. MF REIT will sell to U.S. SF REIT all its membership interests (the "LLC Interests") in Buda Mezz LLC for consideration of $1.00.
Class X Subscription by Starlight Group. Starlight Group will subscribe for one (1) Class X Unit for an aggregate subscription price of $1.00 (the "Subscription Price").
Sale of Holding MF GP Interest. Starlight U.S. Residential (Multi-Family) Holding (GP) LP will sell its general partner interest in Holding MF LP to a subsidiary of Investment MF LP as designated by the Fund ("New Holding MF GP") for $1.00.
Simultaneously with the step described above in (6), Investment MF LP will transfer a portion of its partnership interest in Holding MF LP to New Holding MF GP such that immediately following such steps, New Holding MF GP will have an aggregate 1% interest in Holding MF LP, determined without regard to the Carried Interest.
Amendment of Holding MF LP Agreement. Simultaneously with the steps described above in (6) and (7), the Holding MF LP Agreement will be amended to

remove the provisions relating to the Carried Interest and to make such further amendments as may be determined by the Fund.

Sale of Investment MF GP to Starlight Group. The Fund will sell to Starlight Group all its shares in Investment MF GP for consideration of $1.00 and Starlight Group will appoint Daniel Drimmer, Harry Rosenbaum and Kelly Smith as directors of Investment MF GP.
Contribution of Assets and Liabilities to Investment MF LP. The Fund will contribute all of its assets (other than the assets to be distributed in (11) below) (the "Residual Assets") and assign all of its liabilities (the "Residual Liabilities") to Investment MF LP (the "Residual Asset Transfer").
Redemption of Fund Units. The Fund will be wound-up in accordance with the special liquidation provisions of the Declaration of Trust as amended pursuant to (3) above, and on such winding up: (i) the Fund will distribute the Investment SF GP Shares and Investment SF LP Units held by the Fund to Starlight Group as the holder of the Class X Units, (ii) the Fund will distribute to the holders of Canadian Dollar Units Investment MF LP Class A Units, and (iii) the Fund will distribute to the holders of U.S. Dollar Units either (x) Investment MF LP Class A Units, or (y) in the event the USD Unitholders Resolution is not approved, Investment MF LP Class U Units (in each case based on the exchange ratios specified herein), and upon completion of (i), (ii) and (iii) (referred to collectively herein as the "Liquidating Distribution"), the Fund will be terminated.
Amendment and Restatement of Management Agreement. The management agreement dated November 3, 2021 among the Fund, the Manager and the U.S. REITs will be amended and restated to (i) reflect the replacement of the Fund with Investment MF LP, and (ii) removing U.S. SF REIT as a party. See "Pro Forma Description of the A&R Management Agreement".

In order to facilitate completion of the Reorganization, inter-class Unit conversions by Unitholders will not be permitted after December 8, 2025.

The Class X Unit is being issued to Starlight Group in order to facilitate the Liquidating Distribution noted above as an efficient means of completing the Reorganization. Starlight Group will not be entitled to anything other than the distribution of the Investment SF GP Shares and Investment SF LP Units pursuant to the Liquidating Distribution noted in Step 11 above as a result of acquiring, owning and holding the Class X Unit.

THE REORGANIZATION AGREEMENT

Summary of the Reorganization Agreement

The Reorganization Agreement has been filed on the Fund's issuer profile on SEDAR+ at www.sedarplus.ca. The following is a summary of certain provisions of the Reorganization Agreement but is not intended to be complete. Please refer to the Reorganization Agreement for a full description of the terms and conditions thereof. Capitalized terms used in this section but not defined have the meanings given in the Reorganization Agreement.

Conditions

Mutual Conditions Precedent

The Parties are not required to complete the Reorganization unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, with the mutual consent of each of the Parties:

The Reorganization Resolution received the Unitholder Approval at the Meeting.
No Law is in effect that makes the implementation of the Reorganization illegal or otherwise prohibits or enjoins the Fund or Starlight Group from consummating the Reorganization.
The Required Lender Consents shall have been obtained, provided that the Parties acknowledge for greater certainty that the Buda Mezz Lender Consent is not a condition to the completion of the Reorganization.
Approval of the Reorganization from the TSX-V pursuant to Policy 5.3 and the other policies, rules and regulations of the exchange, to the extent required by the TSX-V, and the Investment MF LP Class A Units and, if applicable, Investment MF LP Class U Units shall have been approved for listing on the TSX-V.
The Reorganization Agreement has not been terminated in accordance with the terms thereof.

Additional Conditions Precedent to the Obligations of Starlight Group

Starlight Group is not required to complete the Reorganization unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of Starlight Group and may only be waived, in whole or in part, by Starlight Group in its sole discretion:

The Fund has fulfilled or complied in all material respects with each of the covenants of the Fund contained in the Reorganization Agreement to be fulfilled or complied with by the Fund on or prior to the Effective Time.
The Fund has delivered to Starlight Group the A&R Investment MF LP Agreement duly executed by Investment MF GP and the Fund.

Additional Conditions Precedent to the Obligations of the Fund

The Fund is not required to complete the Reorganization unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Fund and may only be waived, in whole or in part, by the Fund in its sole discretion:

Starlight Group has fulfilled or complied in all material respects with each of its covenants contained in the Reorganization Agreement to be fulfilled or complied with by them on or prior to the Effective Time.

Starlight Group has delivered to the Fund the A&R Investment MF LP Agreement duly executed by Starlight Group.

Acknowledgement re Sale Property; Post-Closing Covenant

Each of the Fund and Starlight Group acknowledged and agreed that it is not a condition to the transactions contemplated by the Reorganization Agreement that the Sale Property remain owned by the Fund or its Subsidiaries in the event that the lender to Buda Mezz LLC and/or Buda Acquisition LLC forecloses on Buda Acquisition LLC and/or the Sale Property, and in such circumstance, assuming the satisfaction or waiver of all other conditions to implementation of the Reorganization, Starlight Group acknowledged that it will remain obligated to complete the Reorganization. Subsequent to the date of the Reorganization Agreement, the foreclosure of Emerson at Buda was completed and accordingly, Starlight Group may only acquire Buda Mezz LLC if the Buda Mezz Lender Consent is obtained.

In the event that the Buda Mezz Lender Consent is not obtained prior to the Effective Date, the Parties agreed that, subject to the other conditions set out in the Reorganization Agreement having been satisfied or waived, the Parties will complete the Reorganization and Investment MF LP will assume the obligation to cause the sale of the LLC Interests to U.S. SF REIT if and when the Buda Mezz Lender Consent is obtained or is no longer required.

Closing Deliveries

At the time of completion of the Reorganization, the Fund is required to deliver the A&R Investment MF LP Agreement, the amendment of the Declaration of Trust contemplated by the Reorganization steps, the Class X Unit, a transfer agreement and purchase price for the general partner interest in Holding MF LP, an agreement with the holder of the Class I Units providing for the continued payment of an amount equal to the Class I Asset Management Fee Reduction Amount, and a duly executed transfer form in respect of the shares of Investment MF GP.

At the time of completion of the Reorganization, Starlight Group is required to deliver the A&R Investment MF LP Agreement, evidence of the exchange of Investment LP Class B Units, a subscription form and the subscription price for the Class X Unit, a transfer agreement for the general partner interest in Holding MF LP, and the purchase price in respect of the shares of Investment MF GP.

Representations and Warranties

The Reorganization Agreement contains a number of customary representations and warranties of the Fund and Starlight Group relating to, among other things: organization and legal status; valid authorization; compliance with Laws; and the validity, binding nature and enforceability of the Reorganization Agreement.

Covenants

Interim Period Covenants

The Reorganization Agreement includes interim period covenants whereby the Fund covenanted and agreed that except (i) with the express prior written consent of Starlight Group, which shall not be unreasonably withheld, conditioned or delayed, (ii) as required or expressly permitted by the Reorganization Agreement or the Reorganization Steps, or (iii) as required by

Law the Fund shall, and shall cause each of the Investment SF LP Entities to, conduct its business in the Ordinary Course and in accordance with Law, and the Fund shall use commercially reasonable efforts to maintain and preserve its and the Investment SF LP Entities' business organization, assets, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which any of the Fund Entities has business relations, provided that a foreclosure by the lender(s) to Buda Mezz LLC and/or Buda Acquisition LLC of such Sale Property shall not be deemed a breach of the foregoing.

Covenants of the Parties Relating to the Reorganization

Each of the Parties shall use its commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things required or necessary under Law to consummate the Reorganization as soon as practicable, including:

using its commercially reasonable efforts to satisfy, or cause the satisfaction of, each of the conditions set forth in the Reorganization Agreement to the extent the same is within its control;
complying with all material requirements imposed by Law on it or its Subsidiaries with respect to the Reorganization Agreement or the Reorganization;
using its commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are necessary or advisable under the contracts of the Fund Entities to permit the consummation of the transactions contemplated by the Reorganization Agreement or required in order to maintain the contracts of the Fund Entities in full force and effect following completion of the Reorganization, in each case on terms satisfactory to the Fund and Starlight Group, each acting reasonably, provided that a foreclosure by the lender(s) to Buda Mezz LLC and/or Buda Acquisition LLC of such Sale Property and a termination of any related Contracts shall not be deemed a breach of the foregoing;
using its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it and its Subsidiaries relating to the Reorganization Agreement or the Reorganization;
using its commercially reasonable efforts to obtain all necessary exemptions, consents, approvals and authorizations as are required by it under all applicable Laws;
using its commercially reasonable efforts to, upon reasonable consultation with the other Parties, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the implementation of the Reorganization and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its trustees, directors or officers (or, if applicable, the directors or officers of the general partner of the Party) challenging the Reorganization or the Reorganization Agreement or the transactions contemplated thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reserved, so as to enable closing to occur as soon as reasonably practicable in accordance with the Reorganization Agreement ; provided that none of the Parties nor any of their respective Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such proceeding without the prior written approval of the other Parties, not to be unreasonably withheld, conditioned or delayed; and

not taking any action, or refrain from taking any action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the implementation of the Reorganization or the transactions contemplated under the Reorganization Agreement.

Each Party is required to promptly notify the other Parties of (i) any material written notice or other material written communication from any Governmental Entity in connection with the Reorganization Agreement (and shall contemporaneously provide a copy of any such written notice or communication to the other Party), (ii) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving such Party or any of its Subsidiaries that relate to the Reorganization Agreement or the Reorganization, and (iii) any notice or other written communication from any Person (A) alleging that a material consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Reorganization Agreement or the Reorganization, or (B) to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with such Party or any of its Subsidiaries as a result of the Reorganization or the Reorganization Agreement.

Without limiting the generality of the foregoing, the Fund must use its commercially reasonable efforts to obtain the exemptive relief contemplated by Unitholder Approval of the Reorganization Resolution.

Other Covenants

The Reorganization Agreement includes additional covenants relating to; Required Lender Consents; and notice and cure provisions.

Termination

Termination by either the Fund or Starlight Group

The Reorganization Agreement may be terminated prior to the Effective Time by: (i) the mutual written agreement of the Parties; and (ii) either the Fund or Starlight Group if:

the Reorganization Resolution does not receive Unitholder Approval at the Meeting;
any Law is enacted, made, enforced or amended, as applicable, that makes the implementation of the Reorganization illegal or otherwise prohibits or enjoins the Fund or Starlight Group from consummating the Reorganization, and such Law has, if applicable, become final and non-appealable, provided that the Party seeking to terminate the Reorganization Agreement has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Reorganization and provided further that the enactment, making, enforcement or amendment of such Law was not primarily due to the fault of such Party to perform any of its covenants or agreements under the Reorganization Agreement ; or
the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Reorganization Agreement if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Reorganization Agreement.

PROCEDURES FOR DELIVERY OF INVESTMENT MF LP UNITS

Delivery of the Investment MF LP Units

If the Reorganization Resolution is passed and the Reorganization is implemented, the Fund will distribute the Investment MF LP Class A Units and, if applicable, the Investment MF LP Class U Units to Unitholders pursuant to, and in accordance with, the Reorganization Agreement.

The Transfer Agent will administer the distribution of Investment MF LP Class A Units and, if applicable, the Investment MF LP Class U Units to Unitholders in connection with the Reorganization.

The distributions to each of the Unitholders by the Transfer Agent will be made pursuant to such Unitholder's entitlements under the special liquidation provisions of the Declaration of Trust, as amended pursuant to the Reorganization Resolution.

Withholding

All payments payable pursuant to the Reorganization Agreement will be subject to the applicable withholding rights of the Fund or the Transfer Agent, as applicable.

PRO FORMA DESCRIPTION OF INVESTMENT MF LP

Inter-corporate Relationships

The following chart sets forth the relationships among Investment MF LP and its Subsidiaries following the Reorganization:

The business of Investment MF LP following completion of the Reorganization will be substantially similar to the business of the Fund. For further details of Investment MF LP following the Reorganization, see Appendix "A" "Annual Financial Statements - Investment MF LP", Appendix "B" "Interim Financial Statements - Investment MF LP", Appendix "C" "Annual Management's Discussion and Analysis - Investment MF LP", Appendix "D" "Interim Management's Discussion and Analysis - Investment MF LP", Appendix "E" "Pro Forma Financial Statements - Investment MF LP".

Investment MF LP Units

If the Reorganization Resolution is approved at the Meeting and the Reorganization is implemented, following the Effective Time, the rights and obligations of the Unitholders will be governed by the A&R Investment MF LP Agreement. The following is a summary of certain material provisions of the A&R Investment MF LP Agreement to be entered into in accordance

with the Reorganization Agreement if the Reorganization Resolution is approved. This summary does not purport to be complete and reference should be made to the A&R Investment MF LP Agreement itself, a copy of which will be available from Investment MF LP following the Effective Time and will be available at www.sedarplus.ca.

If the USD Unitholders Resolution is approved at the Meeting, the A&R Investment MF LP Agreement will not provide for Investment MF LP Class U Units and in such case the following summary should be read without reference to the Investment MF LP Class U Units and the provisions related thereto.

General Partner Interest

The general partner interest in Investment MF LP is held by Investment MF GP. Upon completion of the Reorganization, Starlight Group will be the sole shareholder of Investment MF GP and will be responsible in such capacity for electing directors to the Investment MF LP Board. The Investment MF GP Board will, upon completion of the Reorganization, be comprised of Daniel Drimmer, Harry Rosenbaum and Kelly Smith, the current trustees of the Fund. Each of Harry Rosenbaum and Kelly Smith will be an independent director of Investment MF GP. Daniel Drimmer, as Chief Executive Officer of the Fund and principal of the Manager, will be a non-independent director of Investment MF GP.

Investment MF LP Units

The limited partnership interests in Investment MF LP will be divided into either one class of units: Investment MF LP Class A Units; or, if the USD Unitholders Resolution is not approved at the Meeting, two classes of units: Investment MF LP Class A Units and Investment MF LP Class U Units. Investment MF LP will be authorized to issue an unlimited number of Investment MF LP Units.

The Investment MF LP Class A Units will be denominated in Canadian dollars. Holders of Investment MF LP Class A Units will receive distributions in Canadian dollars.

The Investment MF LP Class U Units will be denominated in U.S. dollars. Holders of Investment MF LP Class U Units will receive distributions in U.S. dollars.

Except as described above, each Investment MF LP Unit entitles the holder to the same rights and obligations and no Investment MF LP Unitholder is entitled to any privilege, priority or preference in relation to any other holder of Investment MF LP Units, subject to (i) the proportionate entitlement of each holder of Investment MF LP Class A Units and Investment MF LP Class U Units to participate in distributions made by Investment MF LP and to receive proceeds upon termination of Investment MF LP (subject in each case to adjustment (x) to account for any U.S. tax required to be borne by Investment MF LP or any investee partnership of Investment MF LP that is treated as a corporation for U.S. federal income tax purposes which is attributable to particular holders and (y) to achieve the intended result of ensuring that any changes in the value of the Canadian dollar relative to the value of the U.S. dollar from the Effective Date to the date of any applicable distribution do not affect the amounts distributable by Investment MF LP to holders of Investment MF LP Class U Units) and (ii) a corresponding proportionate allocation of income or loss of Investment MF LP (determined without reference to the adjustments described in (i)(x) above) in accordance with the terms of the A&R Investment MF LP Agreement. In the event that the USD Unitholders Resolution is approved, distributions and allocations of income and loss will be done proportionately among Investment MF LP

Unitholders based on the number of Investment MF LP Class A Units held, subject to adjustment to account for U.S. taxes as contemplated in (i) above.

On termination or liquidation of Investment MF LP, each Investment MF LP Unitholder of record is entitled to receive on a proportionate basis (subject to adjustment (i) to account for any U.S. federal, state and/or local income and/or withholding tax required to be borne by Investment MF LP or any investee partnership of Investment MF LP that is treated as a corporation for U.S. federal income tax purposes which is attributable to particular holders and (ii) to achieve the intended result of ensuring that any changes in the value of the Canadian dollar relative to the value of the U.S. dollar from the Effective Date to the date of any applicable distribution do not affect the amounts distributable by Investment MF LP to holders of Investment MF LP Class U Units) all of the assets of Investment MF LP remaining after payment of or provisions made for all debts, liabilities and liquidation expenses of Investment MF LP. In the event that the USD Unitholders Resolution is approved, the entitlement of Investment MF LP Unitholders will be determined based on the number of Investment MF LP Class A Units held, subject to adjustment to account for U.S. taxes as contemplated in (i) above.

Limited Liability

Investment MF LP was formed in order for Investment MF LP Unitholders to benefit from liability limited to the extent of their capital contributions to the Fund together with their pro rata share of the undistributed income of the Fund. Investment MF LP Unitholders may lose the protection of limited liability by taking part in the control of the business of Investment MF LP and may be liable to third parties as a result of false or misleading statements in the public filings made pursuant to the Limited Partnerships Act (Ontario).

Investment MF GP will indemnify the Investment MF LP Unitholders against any costs, damages, liability or loss incurred by an Investment MF LP Unitholder that result from such Investment MF LP Unitholder not having limited liability directly as a result of any breach by Investment MF GP of its duties or standard of care under the A&R Investment MF LP Agreement, except where the lack or loss of limited liability is caused by the action or omission of such Investment MF LP Unitholder. However, Investment MF GP has nominal assets. Consequently, it is unlikely that Investment MF GP will have sufficient assets to satisfy any claims pursuant to this indemnity.

In all cases other than the possible loss of limited liability, no Investment MF LP Unitholder will be obligated to pay any additional assessment on or with respect to the Investment MF LP Units held or purchased by him or her; however, the Investment MF LP Unitholders and Investment MF GP may be bound to return to Investment MF LP such part of any amount distributed to them as may be necessary to restore the capital of Investment MF LP to its existing amount before such distribution if, as a result of such distribution, the capital of Investment MF LP is reduced and Investment MF LP is unable to pay its debts as they become due.

Distributions

The distribution amount per Investment MF LP Unit, if any, will be determined in accordance with the A&R Investment MF LP Agreement. See "Risk Factors" and the "Risk and Uncertainties" section of the Annual Management's Discussion and Analysis of Investment MF LP in Appendix "C" to this Information Circular.

In the event that any day on which any distribution amount is to be determined is not a Business Day, then such amount shall be determined on the next succeeding day that is a Business Day.

Investment MF LP will initially own all of the issued and outstanding Holding MF LP Units. Holding MF LP will initially own all of the issued and outstanding U.S. MF REIT Common Stock.

Holders of U.S. MF REIT Common Stock will receive all dividends and returns of capital from their investment in U.S. MF REIT Common Stock, as and when declared, out of the assets of the U.S. MF REIT properly available for the payment of dividends and returns of capital as described herein.

Holders of Holding MF LP Units will be entitled to receive all available cash for distribution from the U.S. MF REIT Common Stock.

Investment MF LP has elected to be classified as a corporation for U.S. federal income tax purposes. Accordingly, Investment MF LP will be subject to applicable U.S. income and withholding taxes. Investment MF LP will satisfy its U.S. tax liability, or make sufficient reserves for its applicable U.S. taxes, prior to making distributions to Investment MF LP Unitholders. A Canadian resident Investment MF LP Unitholder (other than a Plan) generally will be entitled to a credit or deduction in respect of its share of the U.S. taxes paid by Investment MF LP in computing its Canadian taxable income to the extent permitted by the detailed rules in the Tax Act. See "Certain Canadian Federal Income Tax Considerations" and "Certain U.S. Federal Income Tax Considerations", and in the "Risk and Uncertainties" section of the Annual Management's Discussion and Analysis of Investment MF LP attached as Appendix "C" to this Information Circular.

Holders of Investment MF LP Class A Units will have unhedged exposure in respect of any cash distributions made by Investment MF LP.

The amount of the distributions payable, if any, in respect of each Investment MF LP Unit will differ and be allocated based on, initially, the proportionate interest of Investment MF LP attributable to each class and determined, from time to time, following payment to Investment MF GP of an amount equal to 0.01% of the Distributable Cash Flow, as follows:

(a) the product of the Aggregate Class A Interest and the balance of the Distributable Cash Flow remaining following payment of Investment MF GP's 0.01% of Distributable Cash Flow (the "Distributable Cash Flow Balance") shall be distributed to the Class A Investment MF LP Unitholders, pro rata in accordance with their respective proportionate shares; and

(b) the product of the Aggregate Class U Interest and the Distributable Cash Flow Balance shall be distributed to the Class U Investment MF LP Unitholders, pro rata in accordance with their respective proportionate shares,

in each case adjusted:

(c) as required to achieve the intended result of ensuring that any changes in the value of the Canadian dollar relative to the value of the U.S. dollar from the Effective Date to the date of the applicable distribution do not affect the amounts

distributable by Investment MF LP to holders of Investment MF LP Class U Units; and

(d) to account for the amount of any U.S. federal, state and/or local income and/or withholding tax required to be borne by Investment MF LP (or any investee partnership of Investment MF LP that is treated as a corporation for U.S. federal income tax purposes) which is attributable to particular Investment MF LP Unitholders.

For greater certainty, any downward adjustment to the proportion of Distributable Cash Flow payable to holders of a particular class of Investment MF LP Units in respect of U.S. tax borne by Investment MF LP (or any investee partnership of Investment MF LP that is treated as a corporation for U.S. federal income tax purposes) which is attributable to a particular Investment MF LP Unitholder shall be borne in its entirety by such Investment MF LP Unitholder and shall not reduce the distributions payable to other holders of Investment MF LP Units of such particular class. Investment MF GP shall use reasonable efforts to cause to be reported to each Investment MF LP Unitholder on an annual basis the amount of U.S. tax borne by Investment MF LP (or any investee partnership of Investment MF LP that is treated as a corporation for U.S. federal income tax purposes) which is attributable to such Investment MF LP Unitholder.

The ability of Investment MF LP to make cash distributions on the Investment MF LP Units and the actual amount distributed will depend on the ongoing operations of the Properties, and will be subject to various factors including those referenced in the "Risk Factors" section of this Information Circular and in the "Risk and Uncertainties" section of the Annual Management's Discussion and Analysis of Investment MF LP in Appendix "C" to this Information Circular. Cash distributions, including a return of an Investment MF LP Unitholder's original investment, are not guaranteed.

Allocation of Income and Losses

Where distributions were paid by Investment MF LP in respect of a fiscal year, the net income, and the income for income tax purposes, of Investment MF LP in respect of that fiscal year shall be allocated among Investment MF GP and all Investment MF LP Unitholders that were Investment MF LP Unitholders at any time in the fiscal year on the following basis:

(a) first, to Investment MF GP, 0.01% of the net income, and income for tax purposes, of Investment MF LP; and

(b) as to the balance, to each Investment MF LP Unitholder an amount equal to the balance multiplied by a fraction, the numerator of which is the sum of the distributions which would have been received by the Investment MF LP Unitholder in respect of the fiscal year and the denominator of which is the total distributions which would have been made by Investment MF LP to Investment MF LP Unitholders in respect of the fiscal year, determined in each case without reference to any U.S. tax borne by Investment MF LP (or any investee partnership of Investment MF LP that is treated as a corporation for U.S. federal income tax purposes).

Where no distributions were paid by Investment MF LP in respect of a fiscal year, the net income and income for income tax purposes, of Investment MF LP in respect of that fiscal year

shall be allocated among Investment MF GP and the Investment MF LP Unitholders on the following basis:

(a) first, to Investment MF GP, 0.01% of the net income, and income for income tax purposes, of Investment MF LP; and

(b) as to the balance, to the Investment MF LP Unitholders that were Investment MF LP Unitholders at the end of each month ending in such fiscal year, such portion of the balance determined based on the proportionate interest of each class of Investment MF LP Units and within each class pro rata based on the number of Investment MF LP Units held, divided by 12.

There shall be allocated among Investment MF LP Unitholders that were Investment MF LP Unitholders at the end of each month ending in such fiscal year such portion of the net losses and losses for income tax purposes, of Investment MF LP in respect of that fiscal year determined based on the proportionate interest of each class of Investment MF LP Units (subject to such adjustments as may be required to reflect the impact, if any, of any currency hedges entered into by Investment MF LP for the benefit of one or more particular classes of Investment MF LP Units) and within each class pro rata based on the number of Investment MF LP Units held, divided by 12.

Investment MF GP, in its reasonable discretion and from time to time, may modify the manner in which net income, income for income tax purposes, net loss and loss for income tax purposes are allocated to or among the Investment MF LP Unitholders in order that in the reasonable judgment of Investment MF GP, and in its sole discretion, such allocations will reasonably reflect the purposes of the A&R Investment MF LP Agreement and the intention of the parties. Investment MF GP shall have the discretion, but not the obligation, acting in good faith, to allocate net income, income for income tax purposes, net loss and loss for income tax purposes of Investment MF LP amongst classes of Investment MF LP Units on a basis which ensures a fair allocation among Investment MF LP Unitholders after taking into consideration any matters that may be relevant.

Distribution on Termination of Investment MF LP

On the termination of Investment MF LP, to occur at the expiry of the Investment MF LP Term or upon the disposition of Investment MF LP's final asset, the proceeds shall be distributed in the following order:

(a) to pay any costs involved in the sale of the assets of Investment MF LP and to pay all amounts required to discharge any mortgages or encumbrances registered against the assets, to pay all unpaid expenses which are required to be paid under the A&R Investment MF LP Agreement and all expenses incurred in the winding-up of Investment MF LP, to pay all of the liabilities of Investment MF LP and to establish reserves as Investment MF GP considers necessary for the contingent liabilities of Investment MF LP; and

(b) to Investment MF LP Unitholders on a proportionate basis based upon the Aggregate Class A Interest and Aggregate Class U Interest, respectively, and within each class pro rata based upon the number of Investment MF LP Units held, subject to adjustments to achieve the intended result with respect to attributing the effect of changes in the value of the Canadian dollar relative to the

value of the U.S. dollar to the Investment MF LP Clas A Units and to account for any U.S. tax required to be borne by Investment MF LP or any investee partnership of Investment MF LP that is treated as a corporation for U.S. federal income tax purposes which is attributable to particular Investment MF LP Unitholders, each as described above.

Such distribution may be made in cash or in kind or partly in each, all as Investment MF GP in its sole discretion may determine.

Holders of Investment MF LP Class A Units will have unhedged exposure in respect of any returns of capital made at the end of the Investment MF LP Term.

Transfer of Investment MF LP Units

Investment MF GP shall use all reasonable efforts to obtain and maintain a listing for the Investment MF LP Class A Units and Investment MF LP Class U Units on one or more stock exchanges in Canada. Investment MF LP Units are fully transferable in accordance with applicable laws at the expense of the transferee and, except as set forth in the A&R Investment MF LP Agreement, Investment MF GP shall not impose any restriction on the transfer of Investment MF LP Units by any Investment MF LP Unitholder except with the consent of such Investment MF LP Unitholder. An Investment MF LP Unit is not, however, transferable in part. A transferee of an Investment MF LP Unit will become a limited partner of Investment MF LP and shall be subject to the obligations and entitled to the rights of Investment MF LP Unitholders under the A&R Investment MF LP Agreement on the date on which Investment MF GP amends Investment MF LP's record of Investment MF LP Unitholders to reflect that the transferee is an Investment MF LP Unitholder or at such time as Investment MF GP, in its sole discretion, recognizes the transferee as an Investment MF LP Unitholder.

An Investment MF LP Unitholder may transfer all or part of his or her Investment MF LP Units by delivering to Investment MF GP a form of transfer, acceptable to Investment MF GP, duly executed by the Investment MF LP Unitholder, as transferor. The transferee, by accepting the transfer, shall be deemed to have agreed to be bound by the A&R Investment MF LP Agreement as an Investment MF LP Unitholder as if the transferee had personally executed the A&R Investment MF LP Agreement, and, without in any way limiting the foregoing, shall be deemed to have given the representations, warranties and covenants set out in the A&R Investment MF LP Agreement.

Transfers of beneficial ownership of Investment MF LP Units represented by a global certificate will be effected through the records maintained by CDS for such global certificate or its nominee (with respect to interests of participants) and on the records of the participants (with respect to interests of persons other than participants). Beneficial owners who are not participants in CDS's book-based system, but who desire to purchase, sell or otherwise transfer ownership of or other interests in a global certificate, may do so only through participants in CDS's book-based system.

The ability of a beneficial owner of an interest in an Investment MF LP Unit represented by a global certificate to pledge the Investment MF LP Unit or otherwise take action with respect to such holder's interest in an Investment MF LP Unit represented by a global certificate (other than through a participant) may be limited due to the lack of a physical certificate.

Meetings of Investment MF LP Unitholders and Resolutions

Investment MF GP may, at any time, convene a meeting of the Investment MF LP Unitholders and will be required to convene a meeting on receipt of a request in writing of an Investment MF LP Unitholder or Investment MF LP Unitholders holding, in aggregate, 5% or more of the Investment MF LP Units then outstanding. Any meeting of Investment MF LP Unitholders may be held by telephonic or electronic means and an Investment MF LP Unitholder who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed to be present at the meeting. Any such meeting shall be deemed to have taken place at the registered office of Investment MF LP.

A meeting of holders of a class of Investment MF LP Units may be called by Investment MF GP if the nature of the business to be transacted at the meeting is only relevant to the Investment MF LP Unitholders of that class of Investment MF LP Units. A meeting of holders of a class of Investment MF LP Units shall be called by Investment MF GP upon written request of an Investment MF LP Unitholder or Investment MF LP Unitholders of the class holding, in aggregate, 5% or more of the Investment MF LP Units of the class then outstanding, which requisition must specify the purpose or purposes for which such meeting is to be called.

Any matter to be considered at a meeting of Investment MF LP Unitholders, other than certain matters requiring the approval of Investment MF LP Unitholders by Special Resolution, will require the approval of Investment MF LP Unitholders by an Ordinary Resolution. A quorum for a meeting convened to consider such a matter will consist of two or more Investment MF LP Unitholders or any class of Investment MF LP Unitholders present in person or by proxy and representing not less than 10% of the Investment MF LP Units or class of Investment MF LP Units, as the case may be. If a quorum is not present at a meeting within 30 minutes after the time fixed for the meeting, the meeting, if convened pursuant to a request of Investment MF LP Unitholders, will be cancelled, but otherwise will be adjourned to such day, being not less than 10 days later, and to such place and time as may be selected by the chairperson of the meeting. The Investment MF LP Unitholders present at any adjourned meeting will constitute a quorum.

Each Unitholder is entitled to one vote per Unit held and votes of Investment MF LP Unitholders will be conducted with holders of Investment MF LP Class A Units and Investment MF LP Class U Units voting together as a single class. Notwithstanding the foregoing, if Investment MF GP determines that the nature of the business to be transacted at a meeting affects Investment MF LP Unitholders of one class of Investment MF LP Units in a manner materially different from its effect on Investment MF LP Unitholders of another class of Investment MF LP Units, the Investment MF LP Units of such affected class will be voted separately as a class.

The following matters require approval by Ordinary Resolution and shall be deemed approved, consented to or confirmed, as the case may be, upon the adoption of such Ordinary Resolution:

(a) matters relating to the administration of Investment MF LP for which the approval of the Investment MF LP Unitholders is required by applicable securities laws, regulations, rules or policies or the rules or policies of any applicable stock exchange in effect from time to time, and such policies, laws or regulations do not require approval by Special Resolution;

(b) subject to the requirements for a Special Resolution, any matter or thing stated in the A&R Investment MF LP Agreement to be required to be consented to or approved by the Investment MF LP Unitholders; and

(c) any matter which Investment MF GP considers appropriate to present to the Investment MF LP Unitholders for their confirmation or approval.

Any amendment to the A&R Investment MF LP Agreement for the following purposes requires approval by Special Resolution and shall be deemed approved, consented to or confirmed, as the case may be, upon the adoption of such Special Resolution:

(a) matters relating to the administration of Investment MF LP for which the approval of the Investment MF LP Unitholders is required by Special Resolution by applicable securities laws, regulations, rules or policies or the rules or policies of any applicable stock exchange in effect from time to time;

(b) changes to the Investment Restrictions and the Operating Policy relating to the debt limitation to be set out in the A&R Investment MF LP Agreement (which are consistent with those set out in the Declaration of Trust);

(d) any extension of the Investment MF LP Term;

(e) any change to Investment MF GP; and

(f) the alteration or elimination of any voting rights pertaining to any outstanding Investment MF LP Units.

Notwithstanding the above or any other provision herein, no confirmation, consent or approval shall be sought or have any effect and no Investment MF LP Unitholders shall be permitted to effect, confirm, consent to or approve, in any manner whatsoever, where the same increases the obligations of or reduces the compensation payable to or protection provided to Investment MF GP, except with the prior written consent of Investment MF GP.

In the event of any proposed transaction with a Related Party of Investment MF LP, Investment MF LP shall comply with the provisions of MI 61-101, subject to any regulatory relief received by Investment MF LP. In the event that Investment MF LP enters into a transaction that, pursuant to MI 61-101, requires approval from each class of Investment MF LP Units, in each case voting separately as a class, Investment MF LP intends to apply to applicable securities regulatory authorities for discretionary relief from such obligation given that (i) the A&R Investment MF LP Agreement provides that Investment MF LP Unitholders will vote as a single class unless the nature of the business to be transacted at meeting of Investment MF LP Unitholders affects holders of one class of Investment MF LP Units in a manner materially different from its effect on holders of another class of Investment MF LP Units, (ii) the relative returns of any proposed transaction to each class of Investment MF LP Units are fixed pursuant to a formula set out in the A&R Investment MF LP Agreement, and (iii) providing a class vote could grant disproportionate power to a potentially small number of Investment MF LP Unitholders.

Amendments to the A&R Investment MF LP Agreement

Investment MF GP may, without the approval of or notice to Investment MF LP Unitholders, amend the A&R Investment MF LP Agreement for certain limited purposes specified therein, including to:

(a) remove any conflicts or other inconsistencies which may exist between any terms of the A&R Investment MF LP Agreement and any provisions of any law or regulation applicable to or affecting Investment MF LP;

(b) provide, in the opinion of Investment MF GP, additional protection for the Investment MF LP Unitholders or obtain, preserve or clarify the provision of desirable tax treatment to Investment MF LP Unitholders;

(c) make amendments which, in the opinion of Investment MF GP, based on the advice of its counsel or auditors (as the case may be), are necessary or desirable in the interests of the Investment MF LP Unitholders as a result of changes in taxation laws or accounting rules or in their interpretation or administration;

(d) remove conflicts or inconsistencies between the disclosure in this Information Circular and the A&R Investment MF LP Agreement that, in the opinion of Investment MF GP, based on the advice of counsel, are necessary or desirable in order to make the A&R Investment MF LP Agreement consistent with this Information Circular;

(e) make any change or correction in the A&R Investment MF LP Agreement which is of a typographical nature or is required to cure or correct any ambiguity or defective or inconsistent provision, clerical omission, mistake or manifest error contained therein;

(f) make any amendments which, in the opinion of Investment MF GP, based on the advice of its financial advisors, are required to achieve the intended result of ensuring that any changes in the value of the Canadian dollar relative to the value of the U.S. dollar since the Effective Date to the date of any applicable distribution do not affect the amounts distributable by Investment MF LP to holders of Investment MF LP Class U Units;

(g) bring the A&R Investment MF LP Agreement into conformity with applicable laws, including the rules and policies of Canadian securities regulators or with current practice within the securities industry provided that any such amendment does not adversely affect the rights, privileges or interests of Investment MF LP Unitholders; or

(h) make amendments as are required to undertake an internal reorganization involving the sale, lease, exchange or other transfer of the assets of Investment MF LP as a result of which, based on the advice of counsel, Investment MF LP has substantially the same interest, whether direct or indirect, in Investment MF LP Property that it had prior to the reorganization and includes an amalgamation, arrangement or merger of Investment MF LP and its affiliates with any entities provided that in the opinion of Investment MF GP, based on the advice of counsel, the rights of Investment MF LP Unitholders are not prejudiced thereby.

Except for changes to the A&R Investment MF LP Agreement which require the approval of Investment MF LP Unitholders or changes described above which do not require approval of or prior notice to Investment MF LP Unitholders, the A&R Investment MF LP Agreement may be amended from time to time by Investment MF GP upon prior written notice to Investment MF LP Unitholders. Any such amendment of the A&R Investment MF LP Agreement will be described in Investment MF LP's next quarterly management's discussion and analysis.

Termination of the A&R Investment MF LP Agreement

The Investment MF LP Term of Investment MF LP is targeted to expire on November 15, 2029, subject to earlier termination as described below. The Investment MF LP Term may also be extended by Special Resolution of the Investment MF LP Unitholders, subject to approval by Investment MF GP.

Notwithstanding the Investment MF LP Term outlined above, Investment MF LP may be wound down and terminated as soon as practicable following the direct or indirect disposition of all of the assets of Investment MF LP.

Information and Reports

Investment MF LP will send to Investment MF LP Unitholders such financial statements (including quarterly and annual financial statements) and other reports as are from time to time required by the A&R Investment MF LP Agreement and by applicable laws. In addition, on or before March 31 of each calendar year, Investment MF LP will forward to Investment MF LP Unitholders tax reporting information in such manner as will enable such person to report the income tax consequences of investment in Investment MF LP Units in the Investment MF LP Unitholder's annual Canadian income tax return.

As a "venture issuer" under applicable laws, Investment MF LP will be required to file, in addition to applicable news releases: (i) audited annual financial statements, related management's discussion and analysis, and the applicable annual certificate for each of the Chief Executive Officer and Chief Financial Officer under National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), each within 120 days after the end of Investment MF LP's financial year-end, (ii) interim financial reports, related management's discussion and analysis and the applicable interim certificate for each of the Chief Executive Officer and Chief Financial Officer under NI 52-109, each within 60 days after the end of each of Investment MF LP's first three quarterly periods of its financial year, (iii) material change reports, as soon as possible, and in any event within ten days of the date on which the change occurs, in accordance with Part 7 of NI 51-102, and (iv) business acquisition reports, in accordance with Part 8 of NI 51-102. As a venture issuer, Investment MF LP will not be required to file an annual information form and Investment MF LP does not currently intend to do so voluntarily. The A&R Investment MF LP Agreement does not require Investment MF LP to, and Investment MF LP does not intend to, call and hold annual general meetings of Investment MF LP Unitholders and, accordingly, Investment MF LP does not expect to annually file and send Investment MF LP Unitholders a management information circular.

Powers and Responsibilities of Investment MF GP

Investment MF GP has exclusive authority to manage the operations and affairs of Investment MF LP, to make all decisions regarding the business of Investment MF LP and to bind Investment MF LP. The powers, authorities and responsibilities of Investment MF GP are limited

to those expressly set forth in the A&R Investment MF LP Agreement. Investment MF GP is responsible for managing the business and administration of Investment MF LP and the conduct of the affairs of Investment MF LP, including:

(a) holding Investment MF LP Property in safekeeping; retaining moneys, securities, property, assets or investments; investing moneys from time to time forming part of the Investment MF LP Property;

(b) borrowing money as necessary to pay distributions to Investment MF LP Unitholders, and encumbering Investment MF LP Property in respect thereof;

(d) paying properly incurred expenses out of Investment MF LP Property;

(e) depositing moneys from time to time forming part of Investment MF LP Property in accounts;

(f) possessing and exercising rights, powers and privileges pertaining to ownership of or interest in Investment MF LP Property;

(g) holding legal title to Investment MF LP Property;

(h) approving the application for the listing on any stock exchange of any Investment MF LP Units or other securities of Investment MF LP, and doing all things which in the opinion of Investment MF GP may be necessary or desirable to effect or maintain such listing or listings;

(i) reinvesting income and gains of Investment MF LP and taking other actions besides the mere protection and preservation of Investment MF LP Property;

(j) ensuring compliance with applicable laws;

(k) preparing and filing or causing to be prepared and filed all requisite returns, reports and filings;

(l) providing all requisite office accommodation and associated facilities;

(m) providing or causing to be provided to Investment MF LP all other administrative and other services and facilities required by Investment MF LP, including property appraisal services; and maintaining or causing to be maintained complete records of all transactions in respect of Investment MF LP Property;

(n) prescribing any instrument provided for or contemplated by the A&R Investment MF LP Agreement;

(o) remitting distributions to Investment MF LP Unitholders;

(p) appointing the auditors of and registrar and transfer agent for Investment MF LP; and

(q) except as prohibited by law, delegating from time to time to Investment MF LP's employees, consultants, agents and other persons including the Manager, the doing of such things and the exercise of such powers as Investment MF GP may from time to time deem expedient, so long as any such delegation does not relieve Investment MF GP of any of its liability, is not inconsistent with any of the provisions of the A&R Investment MF LP Agreement and subject at all times to the general control and supervision of the Investment MF LP Board as provided for therein,

all subject to the terms and conditions set out in the A&R Investment MF LP Agreement.

The A&R Investment MF LP Agreement provides that Investment MF GP shall use reasonable best efforts to ensure Investment MF LP is not and does not become a "SIFT partnership" (within the meaning of the Tax Act) at any time in any fiscal year. In this regard, but without limiting the foregoing, Investment MF GP shall have the right, in its sole discretion, to refuse to make or retain any investment which would result in Investment MF LP being a SIFT partnership or subject Investment MF LP to the tax on SIFT partnerships under Part IX.1 of the Tax Act, to refuse to permit any person or entity to acquire or keep Investment MF LP Units, or to become or remain a limited partner of Investment MF LP if, in the view of Investment MF GP, based if necessary on the advice of counsel, Investment MF LP would as a result be or become a SIFT partnership, or to refuse to consent to any transfer or assignment of interests in Investment MF LP if such transfer or assignment would result in Investment MF LP becoming a SIFT partnership. The A&R Investment MF LP Agreement provides that Investment MF GP may engage or employ persons in connection with Investment MF LP and pay to them compensation out of Investment MF LP Property and may delegate its powers, authorities and duties. Pursuant to the A&R Management Agreement, the Manager will be responsible for providing management and administration services to Investment MF LP and will fulfill the responsibilities listed above, subject to the oversight of Investment MF GP.

The A&R Investment MF LP Agreement provides that Investment MF GP, the Investment MF LP Directors and the executive officers of Investment MF GP will be indemnified out of Investment MF LP Property against all losses, claims, damages, liabilities, expenses, judgments and other amounts in respect of any civil, criminal or administrative claim, action or proceeding by reason of such person's status as Investment MF GP, an Investment MF LP Director or an officer of Investment MF GP. However, any such party will not be indemnified for amounts that result from his or her failure to act honestly and in good faith with a view to the best interests of Investment MF LP, or as a result of his or her failure to exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, or, in the case of a civil, criminal or administrative action or proceeding that is enforced by a monetary penalty, where such party did not have reasonable grounds for believing that his or her conduct was lawful.

Each of the Investment MF LP Directors are required to exercise their powers and discharge their duties honestly, in good faith and in the best interests of Investment MF LP and to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Conflicts of Interest

An Investment MF LP Director who directly or indirectly has a material interest in a material contract or transaction or proposed material contract or transaction with Investment MF LP, or an affiliate of Investment MF LP, must disclose in writing to Investment MF LP the nature and extent

of such interest forthwith after becoming aware of the material contract or transaction or proposed material contract or transaction. Such Director must not vote on any resolution to approve the material contract or transaction, unless the material contract or transaction is one relating primarily to his or her remuneration as an Investment MF LP Director or one for indemnity or insurance.

Where an Investment MF LP Director fails to disclose his or her interest in a material contract or transaction, any Investment MF LP Director or any Investment MF LP Unitholder, in addition to exercising any other rights or remedies in connection with such failure exercisable at law or in equity, may apply to a court for an order setting aside the material contract or transaction and directing that the Investment MF LP Director account to Investment MF LP for any profit or gain realized, provided that if the Investment MF LP Director acted honestly and in good faith, he or she will not be accountable to Investment MF LP or to the Investment MF LP Unitholders for any profit or gain realized from such material contract or transaction, and such material contract or transaction will not be void or voidable and may not be set aside, if: (i) the material contract or transaction was reasonable and fair to Investment MF LP at the time it was approved; (ii) the material contract or transaction is confirmed or approved at a meeting of the Investment MF LP Unitholders duly called for that purpose; and (iii) the nature and extent of the Investment MF LP Director's interest in such contract or transaction is disclosed in reasonable detail in the notice calling the meeting of the Investment MF LP Unitholders.

All decisions of the Investment MF LP Board will require the approval of a majority of the Investment MF LP Directors present in person or by phone at a meeting of the Investment MF LP Board.

In connection with any transaction involving Investment MF LP, Investment MF GP shall have the authority to retain external legal counsel, consultants or other advisors to assist it in negotiating and completing such transaction without consulting or obtaining the approval of any officer of Investment MF LP.

The foregoing is a summary only of certain of the material provisions of the A&R Investment MF LP Agreement. For a complete understanding of all of the provisions of the A&R Investment MF LP Agreement, reference should be made to the A&R Investment MF LP Agreement itself, a copy of which will be available from Investment MF LP following the Effective Date.

Investment MF LP vs. the Fund

The following table sets out material differences between the terms for the Units issued pursuant to the Declaration of Trust against the terms for the Investment MF LP Units to be issued pursuant to the A&R Investment MF LP Agreement.

Term	Declaration of Trust	A&R Investment MF LP Agreement
Units	Provides for eight classes of beneficial interests denominated in either U.S. dollars or Canadian dollars in an Ontario trust (the Fund)	To provide for one class (and a second U.S. dollar denominated class if the USD Unitholders Resolution is not approved at the Meeting) of limited partnership interests in an Ontario limited Partnership (the Investment MF LP)

Special Voting Units ...	Provided for Special Voting Units	Not applicable
Conversion of Units ...	Provided for conversion of certain Units among classes of U.S. dollar denominated Units and Canadian dollar denominated units, respectively	Not applicable
Coattail Provisions...	Provided for coattail rights in connection with a “formal take over bid” for unlisted classes of Units	Not applicable as there are no unlisted classes of Investment MF LP Units
Limitation on Non-Resident Ownership...	Non-residents of Canada not permitted to be the beneficial owners of more than 49% of Units	Not applicable
Limited Liability...	Canadian Unitholders, in their capacity as beneficiaries of the Fund, generally have limited liability pursuant to various statutes or case law provisions.	Investment MF LP Unitholders may lose the protection of limited liability by taking part in the control of the business of Investment MF LP and may be liable to third parties as a result of false or misleading statements in the public filings made pursuant to the Limited Partnerships Act (Ontario)
Distributions...	Distributions are allocated proportionately among classes based on the net proceeds contributed by each class to the Fund pursuant to its initial public offering, and within a class by the number of Units held, subject to certain adjustments to account for foreign exchange fluctuations and U.S. taxes borne by Investment MF LP (and its investee partnerships)	Distributions will be allocated proportionately among classes and within a class by the number of Investment MF LP Units held, consistent with the Fund, subject to adjustments to account for foreign exchange fluctuations and U.S. taxes borne by Investment MF LP (and its investee partnerships) as described in this Information Circular
Carried Interest...	Starlight Group and the president of the Fund entitled “Carried Interest”	No “Carried Interest”
Allocation of Income and Losses...	Trust is required to make taxable income payable in each year to Unitholders to the extent necessary to ensure that Trust is not liable for non-	The net income (loss), and the income for income (loss) tax purposes, of Investment MF LP for each fiscal year will be allocated among Investment MF GP and all Investment MF LP Unitholders that

| | refundable tax under Part I of the Tax Act
Losses cannot be allocated by the Trust to Unitholders | were Investment MF LP Unitholders at any time in the fiscal year |
| --- | --- | --- |
| Attribution of U.S. taxes payable by fund entities | U.S. withholding taxes payable by Trust and its subsidiaries are attributed to Trust and effectively allocated pro rata among Trust Unitholders based on distributions received | U.S. withholding taxes payable by Investment MF LP and its subsidiaries are attributed to Investment MF LP Unitholders based on their particular status (including entitlement to reduced U.S. withholding tax rates under the U.S. Treaty), and may be reduced as compared to U.S. withholding taxes calculated at the Trust level |
| Distribution on Termination | Adjustments to achieve the intended result of attributing changes in CAD:USD exchange rates to the Canadian Dollar Units | Adjustments to achieve the intended result of attributing changes in CAD:USD exchange rates to the Canadian Dollar Units, and to account for any U.S. tax borne by Investment MF LP or its investees which is attributable to particular Investment MF LP Unitholders |
| Term | Term to November 15, 2026 | Term to November 15, 2029 |
| Transfer | Units are fully transferable without charge, provided a transfer of Units is recorded in the register of the Fund | Investment MF LP Units are to be fully transferable in accordance with applicable laws at the expense of the transferee and, except as set forth in the A&R Investment MF LP Agreement, Investment MF GP will not impose any restriction on the transfer of Investment MF LP Units by any Investment MF LP Unitholder except with the consent of such Investment MF LP Unitholder |
| Meetings of Unitholders and Resolutions | No material differences | No material differences |
| Amendments to Agreement | No material differences | No material differences |
| Termination of Fund | No material differences | No material differences. |
| Information and Reports | No material differences | No material differences |

Redemption... Units redeemable at the option of Unitholders, quarterly Not applicable
Investment Restrictions and Operating Policies No material differences, other than to reflect a limited partnership vs. trust structure No material differences, other than to reflect a limited partnership vs. trust structure
Powers and Responsibilities... No material differences No material differences
Conflicts of Interest... No material differences No material differences
Rights of Unitholders.. Subject to certain important exceptions relating to, among others, proposals, dissent rights, and the oppression remedy, substantially all the same protections, rights and remedies as a shareholder would have under the Canada Business Corporations Act Other than additional rights set out in the Limited Partnership Act (Ontario) and Partnerships Act (Ontario), no material differences

Holding MF LP

Following completion of the Reorganization, Investment MF LP will continue to hold all of the limited partner interest in Holding MF LP (other than the portion transferred to New Holding MF GP) and New Holding MF GP will hold the general partner interest in Holding MF LP. Investment MF LP will hold all of the limited partnership interests in New Holding MF GP and will own all the shares of the general partner of New Holding MF GP. New Holding MF GP, as general partner, will have continuing exclusive authority over the management of Holding MF LP, the conduct of its affairs, and the management and disposition of the property of Holding MF LP, except for certain limited matters being subject to votes of the holders of Holding MF LP Units. New MF Holding GP, in its capacity as general partner, will not have any rights to vote. Investment MF LP will have control, directly or directly, over all of the Holding MF LP Units.

As a result of the Reorganization and the elimination of the Carried Interest, Investment MF LP will directly and indirectly be entitled to all of the cash flow from Holding MF LP.

U.S. MF REIT

Following completion of the Reorganization, Holding MF LP will continue to hold all of the U.S. MF REIT Common Stock. Subject to the preferential rights of any other class or series of capital stock, including the U.S. MF REIT Series A Preferred Stock, and to the provisions of the U.S. MF REIT's charter (the "Charter") regarding the restrictions on ownership and transfer of stock of the U.S. MF REIT, Holding MF LP, as holder of the U.S. MF REIT Common Stock is entitled to receive dividends and returns of capital on such stock when, as and if authorized by the board of directors of the U.S. MF REIT out of assets legally available therefor and declared by the U.S. MF REIT and to share ratably in the assets of the U.S. MF REIT legally available for distribution to Holding MF LP in the event of liquidation, dissolution or winding up after payment of or adequate provision for all known debts and liabilities of the U.S. MF REIT. Each share of

U.S. MF REIT Common Stock is entitled to one vote per share on all matters submitted to a vote of stockholders.

125 U.S. MF REIT Series A Preferred Stock are authorized for issuance and are currently issued and outstanding. The U.S. MF REIT Series A Preferred Stock are entitled to a priority liquidation preference of US$1,000 per share, as well as dividends that accrue on a daily basis at the rate of 12.0% per annum of the sum of the liquidation preference of the U.S. MF REIT Series A Preferred Stock, plus all accumulated and unpaid dividends. Dividends are payable semi-annually in arrears on or before June 30 and December 31 of each year. U.S. MF REIT Series A Preferred Stock is non-voting, except that approval of the holders of a majority of the outstanding U.S. MF REIT Series A Preferred Stock, voting as a separate class, will be required for (i) authorization or issuance of any equity security of the U.S. MF REIT senior to or on a parity with the U.S. MF REIT Series A Preferred Stock, (ii) any amendment to the Charter which has a material adverse effect on the rights and preferences of the U.S. MF REIT Series A Preferred Stock or which increases the number of authorized or issued U.S. MF REIT Series A Preferred Stock (currently authorized to issue a maximum of 125 U.S. MF REIT Series A Preferred Stock), or (iii) any reclassification of the U.S. MF REIT Series A Preferred Stock. The U.S. MF REIT Series A Preferred Stock are redeemable at the option of the U.S. MF REIT for US$1,000 per share plus accrued but unpaid dividends. The U.S. MF REIT Series A Preferred Stock is not convertible into any other class of shares.

The Charter sets out various restrictions on transfer of ownership in order for the U.S. MF REIT to qualify as a real estate investment trust under the Code. The U.S. MF REIT currently qualifies as a real estate investment trust under the Code.

PRO FORMA CAPITALIZATION OF INVESTMENT MF LP

The following table sets forth the pro forma capitalization of Investment MF LP as at June 30, 2025 after giving effect to the Reorganization and the foreclosure sale of Buda Acquisition LLC and the loan payable associated with the Sale Property. The table should be read in conjunction with the Fund's pro forma financial statements and other financial statements and notes included or incorporated by reference in this Information Circular.

| (000's) | As at
June 30, 2025 |
| --- | --- |
| | (unaudited — pro forma after
giving effect to the
Reorganization) |
| Indebtedness | |
| Loans Payable | $251,188 |
| Preferred shares – U.S. MF REIT | 125 |
| Partner's Capital | |
| Units | 10,723 |
| Non-controlling interests | (1,312) |
| Total Capitalization | $260,724 |

DOCUMENTS INCORPORATED BY REFERENCE

The following documents of the Fund, which have been filed with the securities commissions or similar regulatory authorities in each of the provinces of Canada, are specifically incorporated by reference into, and form an integral part of, this Information Circular:

(a) the audited consolidated financial statements for the years ended December 31, 2024 and 2023 and the related notes and independent auditor's report thereon;
(b) management's discussion and analysis of results of operations and financial condition for the year ended December 31, 2024;
(c) the condensed consolidated interim financial statements for the three and six months ended June 30, 2025 and the related notes; and
(d) management's discussion and analysis of results of operations and financial condition for the three and six months ended June 30, 2025.

Information has been incorporated by reference in this Information Circular from documents filed with securities commissions or similar authorities in each of the provinces of Canada. Copies of the documents incorporated herein by reference are available for review at www.sedarplus.ca.

Any statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall be deemed to be modified or superseded, for purposes of this Information Circular, to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed in its unmodified form to constitute part of this Information Circular.

PRINCIPAL LEGAL MATTERS

Securities Law Matters

As a reporting issuer (or its equivalent) in all the provinces of Canada, the Fund is subject to MI 61-101.

MI 61-101 is intended to regulate certain transactions to ensure the protection and fair treatment of securityholders by requiring enhanced disclosure, approval by a simple majority of securityholders (excluding interested or related parties) and, in certain circumstances, a formal valuation. The Reorganization constitutes a "business combination" as such term is defined in MI 61-101 and therefore subject to the applicable requirements of MI 61-101. The Reorganization constitutes a "business combination" under MI 61-101 because: (i) in accordance with the terms of the Declaration of Trust, in connection with the termination of the Fund, the interest of a Unitholder may be terminated without consent of such Unitholder; and (ii) pursuant to the Reorganization, "related parties" (as defined in MI 61-101) of the Fund may be considered to receive a "collateral benefit" (as defined in MI 61-101) and are party to one or more "connected transactions" (as defined in MI 61-101) as a result of the potential sale of Buda Mezz LLC, the cancellation of the Carried Interest, the spin out of Investment SF LP, and the ongoing

arrangements with the holder of Class I Units, see “Background to the Reorganization” and “The Reorganization”.

Despite the fact that the Reorganization constitutes a “business combination”, the Fund is not required to obtain a formal valuation under MI 61-101 since the listed securities of the Fund are only listed on the TSX-V and no securities of the Fund are listed or quoted on the specified markets set out in section 4.4(1)(a) of MI 61-101.

MI 61-101 also provides that, in addition to any other required securityholder approval, a business combination is subject to “minority approval” (as defined in MI 61-101) of every class of affected securities of the issuer, in each case voting separately as a class. The Fund has received discretionary exemptive relief from the Canadian Securities Administrators from this requirement, such that minority Unitholder Approval of the Reorganization Resolution will be required, but only from the Unitholders voting together as a single class. The relief was granted, among other reasons, because: (i) the Declaration of Trust provides that Unitholders vote as a single class unless the nature of the business to be transacted at the meeting affects holders of one class of Units in a manner materially different from its effect on holders of another class of Units; (ii) the relative returns as between classes within the Fund are fixed pursuant to a formula for the Fund that was determined at the time of the Fund’s initial public offering. The economic impact of the Reorganization will be determined pursuant to the formulas established in the Declaration of Trust, and, other than the potential for the holders of the U.S. Dollar Units to receive Investment MF LP Class A Units as a result of the outcome of the USD Unitholders Resolution, the Reorganization will not alter such entitlements or otherwise provide for the payment of cash or assets to unitholders in a manner that differs from the pre-established entitlements in the Declaration of Trust, as each holder of a class of Units will receive Investment MF LP Units representative of its proportionate interest; (iii) negotiation of the Reorganization was overseen by the Special Committee; (iv) both the Special Committee and the Board of Trustees have received the Fairness Opinion; (v) providing a class vote would provide disproportionate power to a potentially small number of Unitholders; and (vi) to the best of the knowledge of the Manager and the Fund, there is no reason to believe that Unitholders of any particular class would not approve the Reorganization.

As a result, under MI 61-101, in addition to the approval of the Reorganization Resolution by at least 66⅔% of the votes cast by Unitholders, voting together as a single class, at the Meeting, the Reorganization Resolution must also be approved by the affirmative vote of a simple majority of the votes cast by the Unitholders voting together as a single class other than Units held by each “interested party” (as defined in MI 61-101), any “related party” of an “interested party”, unless the related party meets that description solely in its capacity as a director or senior officer of one or more persons that are neither “interested parties” nor “issuer insiders” (in each case within the meaning of MI 61-101), and any “joint actor” (as defined in MI 61-101) with any of the foregoing persons. For more information, see “Special Business of the Meeting—Interested Unitholders”.

To the knowledge of the Fund, after reasonable inquiry, the only Unitholders who may be considered to be “interested parties” whose votes are required to be excluded for purposes of “minority approval” in accordance with MI 61-101, as described above, are Units beneficially owned or controlled by the Interested Unitholders. As of the close of business on November 6, 2025, to the knowledge of the Fund, the Interested Unitholders beneficially owned or controlled 4,793,000 Units representing 15.7% of the 30,567,513 issued and outstanding Units.

Stock Exchange Matters

The Fund

The Class A Units and Class U Units are currently listed on the TSX-V under the ticker symbols “SURF.A” and “SURF.U”, respectively. The Class C Units, the Class D Units, the Class E Units, the Class F Units, the Class G Units and the Class I Units are not listed on any exchange. Pursuant to the Reorganization, the Fund will be liquidated and all issued and outstanding Units, will be cancelled, and the Class A Units and Class U Units will be de-listed from the TSX-V following the completion of the steps set out in the Reorganization.

The Reorganization constitutes a “Reorganization” (as defined in TSX-V Policy 5.3), and the potential sale of Buda Mezz LLC constitutes a “reviewable disposition” (as defined in TSX-V Policy 5.3). As a result, under TSX-V Policy 5.3, in addition to the approval of the Reorganization Resolution by at least 66⅔% of the votes cast by Unitholders, voting together as a single class, at the Meeting, the Reorganization Resolution must also be approved by the affirmative vote of a simple majority of the votes cast by Disinterested Unitholders voting together as a single class. For more information, see “Special Business of the Meeting—Interested Unitholders”.

Investment MF LP

Implementation of the Reorganization is conditional upon the Investment MF LP Class A Units and, if applicable, the Investment MF LP Class U Units to be distributed as a step of the Reorganization being approved for listing on the TSX-V. See “The Reorganization Agreement—Summary of the Reorganization Agreement—Conditions—Mutual Conditions Precedent”. Investment MF LP has applied for approval from the TSX-V to list the Investment MF LP Class A Units and, if applicable, the Investment MF LP Class U Units on the TSX-V. Listing will be subject to Investment MF LP fulfilling all of the requirements of the TSX-V.

There is currently no market through which the Investment MF LP Class A Units or Investment MF LP Class U Units may be sold, and such a market may not develop, and Unitholders may not be able to resell securities received in connection with the Reorganization. This may affect the pricing and liquidity of the securities in the secondary market, the transparency and availability of trading prices, and the extent of issuer regulation. See “Risk Factors”.

Reorganization Record Date

It is anticipated that, on the Reorganization Record Date and continuing through the Effective Date, there will be a “due bill” market in trading of the Class A Units and Class U Units on the TSX-V. The Class A Units and Class U Units that trade on the “due bill” market will trade with an entitlement to receive Investment MF LP Units on the Effective Date under the Reorganization, and such Units will settle on a “regular-way” basis. Therefore, if a Unitholder sells Class A Units or Class U Units in the “due bill” market during the period commencing on the Reorganization Record Date and ending on the Effective Date, such Unitholder will be selling their right to receive Investment MF LP Units on the Effective Date under the Reorganization.

Further details will be provided by the Fund by news release prior to the Reorganization Record Date.

The Fund may also, with approval of the TSX-V, determine an alternative approach to trading to facilitate completion of the Reorganization, including a halt of the Class A Units and

Class U Units. Any details of any such alternative approach will be disclosed by the Fund pursuant to a news release prior to the Effective Date.

ELIGIBILITY FOR INVESTMENT

Based on the current provisions of the Tax Act, each of the Investment MF LP Class A Units and the Investment MF LP Class U Units would, if issued on the date hereof, be “qualified investments” under the Tax Act for trusts governed by RRSPs, RRIFs, DPSPs, RESPs, RDSPs, TFSAs and FHSAs, provided in each case that such units are listed at all relevant times on a “designated stock exchange” for purposes of the Tax Act (which currently includes Tier 1 and Tier 2 of the TSX-V).

Notwithstanding the foregoing, if Investment MF LP Class A Units or Investment MF LP Class U Units held by a trust governed by a TFSA, FHSA, RRSP, RESP, RDSP or RRIF are a “prohibited investment” for such TFSA, FHSA, RRSP, RESP, RDSP or RRIF, the holder of such TFSA, FHSA or RDSP, the annuitant of such RRSP or RRIF, or the subscriber of such RESP, as the case may be, will be subject to a penalty tax as set out in the Tax Act. The Investment MF LP Class A Units and the Investment MF LP Class U Units will not be a prohibited investment for a trust governed by a TFSA, FHSA, RRSP, RESP, RDSP or RRIF provided the holder, subscriber or annuitant thereof, as the case may be, (i) deals at arm’s length with Investment MF LP for purposes of the Tax Act, and (ii) does not have a “significant interest” (as defined in the Tax Act) in Investment MF LP. In addition, the Investment MF LP Class A Units or Investment MF LP Class U Units will not be a “prohibited investment” for a TFSA, FHSA, RRSP, RESP, RDSP or RRIF if such units are “excluded property” as defined in the Tax Act for a trust governed by such TFSA, FHSA, RRSP, RESP, RDSP or RRIF. Unitholders who intend to hold Investment MF LP Class A Units or Investment MF LP Class U Units in a TFSA, FHSA, RRSP, RRIF, RESP or RDSP are advised to consult their own tax advisors.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary, as of the date hereof, of the principal Canadian federal income tax considerations generally applicable under the Tax Act to a Unitholder in respect of the Reorganization, including the disposition of Units, and the acquisition, holding and disposition of Investment MF LP Units acquired, as a consequence of the Liquidating Distribution. This summary is applicable to a holder who, for purposes of the Tax Act and at all relevant times (a) is resident in Canada, (b) deals at arm’s length with the Fund, Starlight Group and Investment MF LP (c) is not affiliated with the Fund, Starlight Group or Investment MF LP, and (d) holds their Units and will hold their Investment MF LP Units as capital property (a “Holder”).

Generally, Units and Investment MF LP Units (collectively, “Securities”) will be considered to be capital property of a holder provided that the holder does not hold such Securities in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade. A holder whose Units might not otherwise be considered to be capital property may, in certain circumstances, be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such Units, and every other “Canadian security”, as defined in the Tax Act, owned by such Holder in the taxation year in which the election is made and each subsequent taxation year, deemed to be capital property. The Investment MF LP Unis Units will not be “Canadian securities” for purposes of such election, and therefore no such election will apply to the Investment MF LP Units. Holders who do not hold any of their Securities as capital property should consult their own tax advisors regarding their particular circumstances.

This summary does not apply to a Holder who holds Units or Investment MF LP Units of more than one class at any particular time. Holders who hold Units or will hold Investment MF LP Units of more than one class should consult their own tax advisors.

This summary is not applicable to a Holder (i) that is a "financial institution" for purposes of the mark-to-market rules in the Tax Act, (ii) an interest in which is a "tax shelter investment", (iii) that has elected to report its "Canadian tax results" in a currency other than Canadian dollars, (iv) that has entered or will enter into a "derivative forward agreement" with respect to any Securities (in each case within the meaning of the Tax Act); or (v) of which any affiliate of the Fund or Investment MF LP is or was at any relevant time a "foreign affiliate" for purposes of the Tax Act (including for purposes of any "specified provision" thereof listed in paragraphs 93.1(1.1)(a) through (d) of the Tax Act). Any such Holders should consult their own tax advisors to determine the tax consequences to them of the Reorganization and the acquisition, holding and disposition of Investment MF LP Units. In addition, this summary does not address the deductibility of interest by a Holder who used borrowed money to acquire their Units.

This summary assumes that (i) Investment MF LP is not a "tax shelter" or "tax shelter investment", each as defined in the Tax Act, (ii) Investment MF LP Units that represent more than 50% of the fair market value of all interests in Investment MF LP are held at all relevant times by unitholders that are not "financial institutions" as defined in the Tax Act, and (iii) no interest in any unitholder of Investment MF LP is a "tax shelter investment" as defined in the Tax Act. However, no assurances can be given in this regard.

This summary is based upon the facts set out in this Information Circular, the provisions of the Tax Act in force at the date hereof, all specific proposals to amend the Tax Act publicly announced by the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and an understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") which have been made public prior to the date hereof. This summary assumes that the Tax Proposals will be enacted as proposed but no assurances can be given that the Tax Proposals will be enacted in their current form or at all. This summary does not otherwise take into account or anticipate any changes in law or in the administrative policies and assessing practices of the CRA, whether by legislative, governmental or judicial decision or action, nor does it take into account any provincial, territorial or foreign tax legislation or considerations, which may differ significantly from those discussed herein.

For purposes of the Tax Act, all amounts relating to computation of the income of the Fund or of its subsidiaries that are resident in Canada for purposes of the Tax Act, or to the acquisition, holding or disposition of Securities, must be expressed in Canadian dollars. Amounts denominated in another currency generally must be converted into Canadian dollars based on the exchange rate quoted by the Bank of Canada on the date such amounts arise or such other rate of exchange as is acceptable to the Minister of National Revenue (Canada).

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Unitholder, and no representations concerning the tax consequences to any particular Unitholder are made. This summary is not exhaustive of all Canadian federal income tax considerations applicable to a particular Holder in respect of the Reorganization or otherwise. The income and other tax consequences of the Reorganization and of acquiring, holding and disposing of Investment MF LP Units will vary depending on the Unitholder's particular circumstances, including the province or provinces in which the Unitholder resides or carries on business. Accordingly, Unitholders should consult their own tax advisors with respect to the tax

consequences of the Reorganization and the acquisition, holding and disposition of Investment MF LP Units based on their particular circumstances.

Status of the Fund, Investment MF LP and Holding MF LP

This summary assumes that the Fund will qualify at all relevant times as a “mutual fund trust” within the meaning of the Tax Act. If the Fund were not to qualify as a “mutual fund trust” at all times, the income tax considerations for the Fund and Holders may be materially and adversely different from those described herein.

This summary assumes that neither the Fund nor any of the Fund Partnerships is a “SIFT trust” or a “SIFT partnership” (each as defined in the Tax Act). Provided that the Fund and the Fund Partnerships do not hold at any relevant time any “non-portfolio property” (as defined in the Tax Act), they will not be SIFT trusts or SIFT partnerships, as applicable. The Declaration of Trust and each of the Fund Partnerships Agreements prohibits the applicable entity from owning any non-portfolio property.

If the Fund or any of the Fund Partnerships were to become a SIFT trust or a SIFT partnership, as applicable, the income tax considerations described below would, in some respects, be materially and adversely different.

Taxation of the Fund

The Fund is subject to tax under Part I of the Tax Act on its income for each taxation year, including net realized taxable capital gains in the year and its allocated share of income of each of the Investment LPs for the applicable Investment LP’s fiscal period ending on or before the Fund’s taxation year-end, less the portion thereof that it deducts in respect of amounts paid or payable, or deemed to be paid or payable, to Unitholders in the year. An amount will be considered to be payable to a Unitholder in a taxation year if the Unitholder is entitled in that year to enforce payment of the amount. The taxation year of the Fund is the calendar year.

In computing its income or loss for purposes of the Tax Act, the Fund may generally deduct reasonable administrative costs, interest and other expenses of a current nature that it incurs for the purpose of earning income. Generally, the Fund may also deduct, on a five-year straight-line basis (subject to pro-ration for short taxation years), reasonable expenses incurred by it in the course of issuing Units.

Generally, under the Declaration of Trust, unless the Trustees otherwise determine, an amount equal to the amount necessary to eliminate the Fund’s liability for non-refundable tax under Part I of the Tax Act, together with the non-taxable portion of any net capital gains realized by the Fund but excluding capital gains arising in connection with a distribution in specie on the redemption of Units which are designated by the Fund to redeeming Unitholders, is payable in the year to Unitholders by way of cash distributions. Where such income of the Fund in a taxation year exceeds the total cash distributions for that year, such excess income may be distributed to Unitholders in the form of additional Units. Income of the Fund payable to Unitholders, whether in cash, additional Units or otherwise, is generally deductible by the Fund in computing its income.

Losses incurred by the Fund (including losses allocated to the Fund by an Investment LP and capable of being deducted by the Fund) cannot be allocated to Unitholders, but may be carried forward and deducted by the Fund in computing its taxable income in future years in accordance with the detailed rules and limitations in the Tax Act.

Tax Consequences of the Reorganization

Consequences to the Fund

In the event that the Buda Mezz Lender Consent is obtained prior to the consummation of the Reorganization, the U.S. MF REIT will be deemed to receive proceeds of disposition on the sale of the membership interests in Buda Mezz LLC to the U.S. SF REIT equal to the fair market value of such interests at the time of sale, and will realize a capital gain or capital loss to the extent that such proceeds exceed (or are less than) the sum of the U.S. MF REIT's adjusted cost base in such interests and any reasonable costs of disposition. The fair market value of the membership interests in Buda Mezz LLC is believed to be nominal, such that no gain is expected to arise on such sale. Any loss recognized by the U.S. MF REIT on the sale of its membership interests in Buda Mezz LLC to the U.S. SF REIT will generally give rise to a "foreign accrual property loss" (or "FAPL"), which may be deductible by the U.S. MF REIT in computing FAPI (as defined below), subject to the detailed rules in the Tax Act.

The Fund will be deemed to dispose of any Residual Assets transferred to Investment MF LP on the Residual Asset Transfer for proceeds of disposition, and Investment MF LP will be deemed to acquire such assets at a cost, equal to fair market value at the time of transfer. The Fund is not expected to recognize any material income or gain as a consequence of the Residual Asset Transfer. The Fund's adjusted cost base in its Investment MF LP Units will be increased (or decreased) to the extent that the fair market value of the Residual Assets transferred exceeds (or is exceeded by) the amount of the Residual Liabilities assumed.

On the distribution of its property to Starlight Group and the Unitholders on the liquidation of the Fund, the Fund will be deemed to dispose of its limited partnership interests in Investment MF LP and Investment SF LP, and the Investment SF GP Shares (being all the property of the Fund at that time) for proceeds of disposition equal to fair market value. The Fund will realize a capital gain (or capital loss) on such disposition to the extent that the fair market value of any such property is greater (or less) than the Fund's adjusted cost base of such property immediately before the disposition. The Fund believes that its adjusted cost base in each such property is significantly greater than or equal to its fair market value, such that the Fund does not expect to realize a capital gain as a consequence of the Liquidating Distribution.

The Fund is a "covered entity" for purposes of the "share buyback tax" rules in Part II.2 of the Tax Act (the "SBT Rules") and accordingly, the Fund is generally subject to a 2% tax under Part II.2 of the Tax Act on its net repurchases of Units during a taxation year, subject to certain exceptions. However, because the Liquidating Distribution will occur on a winding up of the Fund during which all or substantially all of the property owned by the Fund will be distributed to equityholders of the Fund, the Liquidating Distribution should not give rise to liability for tax under the SBT Rules.

Consequences to Unitholders

A Holder will generally be required to include in computing income for a particular taxation year the portion of the Fund's net income for a taxation year ending on or before the taxation year-end of the Holder, including net realized taxable capital gains, that the Fund pays or makes payable to the Holder in the taxation year of the Fund, whether the Holder receives such portion in cash, additional Units or otherwise. Provided that the Fund makes appropriate designations under the Tax Act, net taxable capital gains realized by the Fund that are paid or payable by the

Fund to a Holder will effectively retain their character and be treated as such in the hands of the Holder for purposes of the Tax Act.

As noted above, the Fund does not expect to realize any income or gain as a consequence of the Reorganization and accordingly, it is not expected that any income (including taxable capital gains) will be paid or made payable to Holders as a consequence of the Reorganization.

A Holder who receives Investment MF LP Units on the Liquidating Distribution will be deemed to dispose of their Units for proceeds of disposition equal to the fair market value of the Investment MF LP Units received. A Holder will realize a capital gain (or capital loss) to the extent that such proceeds exceed (or are less than) the Holder's adjusted cost base of their Units immediately before the Liquidating Distribution. The taxation of capital gains and capital losses is discussed below under "Taxation of Capital Gains and Losses". A Holder's ability to apply allowable capital losses realized on the disposition of their Units in the Reorganization against taxable capital gains as described below under "Taxation of Capital Gains and Capital Losses" is not free from doubt. Holders are strongly encouraged to consult their own tax advisors in this regard having regard to their particular circumstances.

A Holder will be deemed to acquire the Investment MF LP Units received on the Liquidating Distribution at a cost equal to their fair market value at that time. For purposes of determining a Holder's "at-risk amount" (as described below) in respect of an Investment MF LP Unit acquired from the Fund on the Liquidating Distribution, the Holder's adjusted cost base of that Investment MF LP Unit shall be computed as if the cost to the Holder of the unit were the lesser of (i) the Holder's cost otherwise determined and (ii) the greater of the Fund's adjusted cost base of that unit immediately before that time and nil. The Fund has determined that its adjusted cost base in the Investment MF LP Units to be distributed on the Liquidating Distribution will, at that time, exceed the fair market value of such units such that a Holder's at-risk amount in respect of the Investment MF LP Units acquired on the Liquidating Distribution should be equal to their fair market value at the time of the Liquidating Distribution based on the foregoing.

It is expected that a Holder generally will not be subject to U.S. taxes on a disposition of Units. See "Certain U.S. Federal Income Tax Considerations—Disposition of Units and Acquisition of Investment MF LP Units by Non-U.S. Unitholders of the Fund in the Reorganization" below. In the event that U.S. tax were to apply to a disposition of Units by a Holder, such Holder should consult with their own tax advisors as to whether such taxes would be eligible for a foreign tax credit or foreign tax deduction (each as described below) under the Tax Act.

Taxation of Investment MF LP Unitholders

Taxation of the Partnerships

Investment MF LP and Holding MF LP (each individually a "Partnership" and collectively the "Partnerships") are generally not subject to tax under the Tax Act. Each partner of a Partnership is required to include (or entitled to deduct) in computing its income for a particular taxation year, its share of the income (or loss) of such Partnership (subject, in the case of a loss, to the application of the "at-risk rules" described below) for the fiscal period of the Partnership ending in, or coincidentally with, such taxation year, whether or not such partner has received any distributions from the Partnership in the year. For this purpose, the income or loss of each Partnership from any source will be computed for each fiscal period as if the Partnership were a person resident in Canada and will be allocated to its partners on the basis of their respective shares of that income or loss as provided for in the limited partnership agreement governing such

Partnership. The fiscal period of each Partnership ends on December 31 of each year. In computing the income or loss of the Partnerships, the Partnerships are generally entitled to deduct their reasonable administrative costs and other expenses incurred by them to earn income.

The income (or loss) of a Partnership from any source will include its share of the income (or loss, subject to the "at-risk" rules described below) from that source of another partnership of which it is a partner (a "Lower Tier Partnership"), as determined in accordance with the Lower Tier Partnership's limited partnership agreement. The source and character of amounts included in (or deducted from) the income of a Partnership on account of income (or loss) of a Lower Tier Partnership from a particular source generally will be determined by reference to the source and character of such amounts when earned (or incurred) by such Lower Tier Partnership. The income of each Partnership should generally be considered as income from a source in the United States, except to the extent that such income arises as a result of a deemed capital gain from the adjusted cost base of a Partnership's interest in a Lower Tier Partnership being a negative amount.

The income of Holding MF LP for purposes of the Tax Act for a fiscal period will include any dividends received or deemed to be received by Holding MF LP in the fiscal period on shares of the U.S. MF REIT as well as taxable capital gains, if any, realized by Holding MF LP during the fiscal period on dispositions (or deemed dispositions) of such shares. For these purposes, an amount will be deemed to be a dividend received by Holding MF LP on a share of U.S. MF REIT where the amount is the share's portion of a pro rata distribution made in respect of all the shares of that class (other than a distribution made in the course of a liquidation and dissolution of the U.S. MF REIT, on a redemption, acquisition or cancellation of the share by the U.S. MF REIT, or on a "qualifying return of capital" in respect of the share). A distribution made by the U.S. MF REIT in respect of its shares that is a reduction of the paid-up capital of the U.S. MF REIT in respect of such shares in certain circumstances may be treated as a qualifying return of capital if an election is made, such that the distribution would not be included in income of Holding MF LP but rather applied to reduce Holding MF LP's adjusted cost base in the relevant shares. Holding MF LP takes the position that any gains and losses realized on a disposition of any share of the U.S. MF REIT are capital gains and capital losses. Accordingly, the income of Holding MF LP for purposes of the Tax Act will also include the taxable portion of any capital gain (or the allowable portion of any capital loss) realized by Holding MF LP during a fiscal period of Holding MF LP on a disposition of any share of the U.S. MF REIT. The treatment of capital gains and capital losses is generally described below under "Taxation of Capital Gains and Capital Losses". Where capital losses are realized by Holding MF LP on a disposition of shares of the U.S. MF REIT, such losses may, under certain circumstances, either be suspended or be denied and added to the adjusted cost base to Holding MF LP of its remaining shares of the U.S. MF REIT.

To the extent that any "controlled foreign affiliate" ("CFA") of Holding MF LP earns income that is characterized as "foreign accrual property income" ("FAPI") (as such terms are defined in the Tax Act) in a particular taxation year of the CFA, the amount of such FAPI allocable to Holding MF LP must be included in computing the income of Holding MF LP for purposes of the Tax Act for its fiscal period in which the taxation year of the CFA ends, whether or not Holding MF LP actually receives a distribution of that FAPI. Dividends received by Holding MF LP (including amounts deemed to be dividends received as described above) from the U.S. MF REIT or any other CFA of Holding MF LP will be included in computing the income of Holding MF LP, however, a deduction generally will be available to the extent that Holding MF LP has included such amount in its income as FAPI.

FAPI does not include income from a business carried on by a CFA of Holding MF LP that is an "active business" within the meaning of the FAPI provisions of the Tax Act. This should

generally include income of a CFA where, throughout the period in the taxation year during which the business was carried on, the business is the leasing of property conducted principally with persons with whom the CFA deals at arm's length for purposes of the Tax Act and the CFA employs more than five employees full-time in the active conduct of the business (the "Employee Exception") and should also generally include income from sources in a country other than Canada derived by a CFA from activities that can reasonably be considered to be directly related to active business activities carried on in a country other than Canada by another non-resident corporation that is or is deemed to be a foreign affiliate in respect of which Holding MF LP has a "qualifying interest" (including such a corporation that is considered to carry on an active business by virtue of the Employee Exception) to the extent that such income would, if it were earned by such other corporation, be included in computing amounts prescribed to be its earnings or loss from an active business carried on in a country other than Canada for purposes of the FAPI provisions of the Tax Act (the "Direct Relation Exception"). The Fund intends that any CFA of Holding MF LP will either meet the Employee Exception or the Direct Relation Exception at all relevant times or will not have any material income other than dividends (including amounts deemed to be dividends) received on shares of other foreign affiliates of Holding MF LP, in which case Holding MF LP should not be required to include any material amount of FAPI in computing its income for purposes of the Tax Act. If, notwithstanding such intention, any relevant CFA of Holding MF LP fails to meet the Employee Exception or the Direct Relation Exception throughout a particular taxation year, an amount of FAPI may be required to be included in computing the income of Holding MF LP for purposes of the Tax Act, and an amount may be deductible in respect of the "foreign accrual tax" as defined in the Tax Act ("FAT") applicable to the FAPI. As the U.S. MF REIT intends to qualify at all relevant times as a real estate investment trust for U.S. federal income tax purposes, there can be no assurance that any such deduction in respect of FAT would be available to apply against any FAPI in respect of the U.S. MF REIT or any of its subsidiaries if the U.S. MF REIT or any underlying CFA fails to meet the Employee Exception or the Direct Relation Exception in a particular year.

Any amount of FAPI (be it FAPI of the U.S. MF REIT or of an underlying CFA of Holding MF LP) that is included in the income of Holding MF LP (net of the amount of any applicable FAT deduction) will be added to the adjusted cost base to Holding MF LP of its shares of the U.S. MF REIT. At such time as Holding MF LP receives a dividend from the U.S. MF REIT, the amount of that dividend will effectively be reduced by any amount(s) so added to the adjusted cost base to Holding MF LP of its shares of the U.S. MF REIT (for clarity, net of the amount of any applicable FAT deduction), and there will be a corresponding reduction in the adjusted cost base to Holding MF LP of its shares of the U.S. MF REIT.

Investment MF LP intends to consent on behalf of the Investment MF LP, and to cause its subsidiaries to similarly consent, where necessary to the filing of "consent dividend" U.S. tax elections under section 565 of the Code in respect of shares of the U.S. MF REIT, where such consent dividends are necessary for the U.S. MF REIT to distribute any balances of taxable income for U.S. tax purposes of the U.S. MF REIT that have not been distributed by dividends paid with cash. In general terms, a "consent dividend" election would give rise to a dividend deemed paid by the U.S. MF REIT for U.S. tax purposes (without a corresponding amount of cash being distributed to Investment MF LP, through Holding MF LP) together with a U.S. withholding tax liability to be paid by the U.S. MF REIT or the Holding MF LP on behalf of its shareholders. The CRA has stated that generally, "consent dividends" under the Code in respect of shares of U.S. corporations are not dividends required to be included in the income of the holders of such shares for purposes of the Tax Act, nor would such consent dividends result in an increase to the adjusted cost base of such shares. However, the CRA has also expressed the view that the amount of any U.S. tax remitted by a U.S. corporation on behalf of a shareholder in respect of dividends deemed paid for U.S. tax purposes by virtue of a consent dividend election would

constitute a taxable benefit conferred on such shareholder, but such amount would also qualify as non-business income tax for purposes of the provisions of the Tax Act governing foreign tax credits and foreign tax deductions. Consequently, on the basis of the foregoing, Investment MF LP intends to include in computing its income (as derived through Holding MF LP) for purposes of the Tax Act an amount equal to Investment MF LP's share of any U.S. tax remitted by Holding MF LP or the U.S. MF REIT with respect to consent dividend elections, and the amount of any such U.S. tax attributable to a particular Unitholder will be allocated to such Unitholder and should be treated as non-business income tax from a U.S. source in determining such Unitholder's entitlement to foreign tax credits and foreign tax deductions, subject to the detailed rules in the Tax Act in this regard (see "Foreign Tax Credits and Foreign Tax Deductions" below).

The Tax Act contains rules (the "at-risk rules") which, in general, will limit the ability of a limited partner of a Partnership to deduct in a taxation year its share of any loss of the Partnership (other than a capital loss) for a fiscal period ending in that taxation year to its "at-risk amount" in respect of such Partnership at the end of that fiscal period. In general, the "at risk amount" of an investor in respect of a limited partnership at the end of any fiscal period will be the adjusted cost base of the investor's partnership interest at the end of the fiscal period, plus any income (including the full amount of any capital gain) allocated to the limited partner for the fiscal period and minus the amount of any guarantee or indemnity provided to the limited partner (or a person not dealing at arm's length) against the loss of the limited partner's investment.

A partner's share of any loss of a partnership that is not deductible by the partner as a result of the application of the "at-risk" rules is considered to be a "limited partnership loss" in respect of the partnership for that year. A limited partnership loss of a partner (other than a partner that is itself a partnership) in respect of a limited partnership may generally be carried forward and deducted by the partner in a subsequent taxation year against income for that year to the extent that the partner's at-risk amount at the end of the partnership's last fiscal period ending in that year exceeds the partner's share of any loss of the limited partnership for that fiscal period, subject to and in accordance with the provisions of the Tax Act. Where the partner is itself a partnership (as would be the case where one Partnership has invested in another Partnership), the partner's limited partnership loss in respect of the limited partnership generally may not be carried forward and deducted in future years, but may, in certain circumstances, reduce the partner's share of any loss of the partnership (including for purposes of calculating the partner's adjusted cost base of its interest in the partnership).

The Partnerships enter into transactions denominated in currencies other than the Canadian dollar, including Investment MF LP's investment in Holding MF LP Units, and Holding MF LP's investment in U.S. MF REIT Common Stock. The cost and proceeds of disposition of such investments, the amount of any dividends (including deemed dividends), returns of capital, interest and other distributions received thereon, and all other amounts will be determined for the purposes of the Tax Act in Canadian dollars using the appropriate exchange rates in accordance with the detailed rules in the Tax Act. The amount of income, gains and losses realized by the Partnerships may accordingly be affected by fluctuations in the value of foreign currencies relative to the Canadian dollar.

On the disposition by a Partnership of its interest in a Lower Tier Partnership, the disposing Partnership will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition received by the disposing Partnership exceed (or are less than) the aggregate of the adjusted cost base of its interest in the Lower Tier Partnership (which will be increased by the amount of any income of the Lower Tier Partnership allocated to it for the Lower Tier Partnership's

fiscal period in which the sale occurs) and any reasonable costs of disposition. See “Taxation of Capital Gains and Capital Losses” below.

Generally, distributions to a Partnership in excess of its allocated share of the income (including the full amount of any capital gains) of a Lower Tier Partnership for a fiscal period will result in a reduction of the adjusted cost base of the Partnership’s interest in the Lower Tier Partnership by the amount of such excess. If at the end of any fiscal period of a Lower Tier Partnership, the adjusted cost base of the interest in such partnership held by a Partnership would otherwise be a negative amount, the Partnership will be deemed to have realized a capital gain at the fiscal period’s end equal to the absolute value of such negative amount and the adjusted cost base of the interest in the Lower Tier Partnership held by such Partnership will be increased by the amount of such deemed capital gain to nil.

Taxation of Holders

Allocation of Income or Loss

In computing its income for each taxation year, a Holder will be required to include (or entitled to deduct) its share of the income (or loss) of Investment MF LP from each source for the fiscal period of Investment MF LP ending in the taxation year subject, in the case of a loss, to the application of the “at-risk” rules described above. A Holder’s share of the Investment MF LP’s income must (or loss may, subject to the at-risk rules) be included (or deducted) in determining the Holder’s income (or loss) for the year, whether or not any distribution has been made by Investment MF LP.

The adjusted cost base of the Investment MF LP Units held by a Holder will be increased (or decreased) at a particular time by such Holder’s share of the amount of income (or losses, other than losses the deductibility of which was denied by the at-risk rules), including the full amount of any capital gain (or capital loss), of Investment MF LP for a fiscal period of Investment MF LP ended before that time, and will be reduced by all distributions of cash or other property made by Investment MF LP to such Holder on the Investment MF LP Units before that time. If at the end of any fiscal period of Investment MF LP, the adjusted cost base of the Investment MF LP Units held by a Holder would otherwise be a negative amount, the Holder will be deemed to have realized a capital gain equal to such negative amount and the adjusted cost base of the Investment MF LP Units held by such Holder will be increased by the amount of such deemed capital gain to nil. See “Taxation of Capital Gains and Capital Losses” below.

In general, a Holder’s share of any income or loss of Investment MF LP from a particular source will be treated as if it were income or loss of the Holder from that source, and any provisions of the Tax Act applicable to that type of income or loss will apply to the Holder with respect thereto. The source and character of an amount included in (or deducted from) the income of a Holder on account of such Holder’s share of income (or loss) of Investment MF LP will generally be determined by reference to the source and character of such amount when earned by Holding MF LP.

Foreign Tax Credits and Deductions

Foreign taxes paid by Investment MF LP and taxes withheld at source by or on behalf of the U.S. MF REIT or Holding MF LP (other than for the account of a particular limited partner) will be attributed to the partners of Investment MF LP in accordance with the Investment MF LP Agreement. To the extent that U.S. tax is payable by Investment Holding MF LP or is withheld by

or on behalf of the U.S. MF REIT or Holding MF LP in respect of distributions to the Investment MF LP, the amount of such U.S. tax attributable to a particular Holder may be deductible from such Holder's Canadian federal income tax otherwise payable for that year (a "foreign tax credit"), or may be deductible in computing the Holder's income for Canadian tax purposes for that year (a "foreign tax deduction"), as described in the ensuing paragraphs. In order for a Holder to claim such a foreign tax credit or foreign tax deduction, in the event that any U.S. tax withheld from a particular amount does not represent the final U.S. income tax liability for the year, Investment MF LP must file a U.S. federal income tax return to establish the final U.S. income tax liability in respect of such amount. Investment MF LP intends to file any such U.S. federal income tax returns as may be required to permit Holders to claim such foreign tax credits and/or foreign tax deductions as described above.

The U.S. tax paid for a taxation year that is attributable to a particular Holder will generally be characterized as "non-business income tax", as defined in the Tax Act, except in the case of a Holder that is an individual to the extent that the amount of such tax exceeds 15% of the Holder's share of Investment MF LP's income for the year. Such non-business income tax may be deductible as a foreign tax credit from the Holder's Canadian federal income tax otherwise payable for that year as it relates to the Holder's share of non-business income from U.S. sources to the extent that such tax has not been deducted in computing the Holder's income. To the extent that such U.S. tax attributable to a Holder that is an individual exceeds 15% of the Holder's share of Investment MF LP's income for the year, such excess may generally be deducted by the Holder as a foreign tax deduction in computing the Holder's net income for such year for purposes of the Tax Act, subject to the detailed rules and limitations contained in the Tax Act.

A Holder's ability to apply U.S. taxes in the foregoing manner may be affected where the Holder does not have sufficient taxes otherwise payable under Part I of the Tax Act or sufficient U.S. source income in the taxation year in which the U.S. taxes are paid or has other U.S. source income or losses, has paid other U.S. taxes or, in certain circumstances, has not filed a U.S. federal income tax return where required for the relevant taxation year. Although the foreign tax credit provisions are designed to avoid double taxation, the maximum credit is limited and a Holder who is an individual will generally be limited to a foreign tax deduction to the extent that the relevant U.S. tax exceeds 15% of the related U.S. source income as discussed above. Because of this, and because of timing differences in recognition of expenses and income and other factors, there is a risk of double taxation. Prospective investors should consult their own tax advisors regarding their ability to claim foreign tax credits or foreign tax deductions.

The foregoing mechanism for recognition of U.S. taxes for purposes of the Tax Act through foreign tax credits or foreign tax deductions does not apply to Holders that are Plans to whom Investment MF LP Units are "qualified investments" within the meaning of the Tax Act. In reference to the matters set out under the heading "Certain U.S. Federal Income Tax Considerations", to the extent that an annuitant, a beneficiary, a subscriber or a holder of a Plan that is a Holder files a U.S. federal income tax return and receives a U.S. tax refund of (or claims a foreign tax credit or a foreign tax deduction for an amount in respect of) all or a portion of the amounts withheld by or on behalf of the U.S. MF REIT or the Holding MF LP, such annuitant, beneficiary, subscriber or holder may, in certain circumstances, be required to include, in computing income for purposes of the Tax Act, or to pay a penalty tax on, a portion of such amount of U.S. tax as a benefit or advantage received out of or under the Plan. Annuitants, beneficiaries, subscribers or holders of Plans that are Holders should consult their own tax advisors in this regard.

The Tax Act contains anti-avoidance rules designed to address certain transactions specifically designed to generate foreign tax credits (the "FTC Generator Rules"). Under the FTC Generator Rules, the foreign "business income tax" or "non-business income tax" eligible for a foreign tax credit for a Holder for any taxation year may be limited in certain circumstances, including where such Holder's direct or indirect share of the income of one or more Partnerships under the income tax laws of a country other than Canada (e.g. the U.S.) under whose laws the income of such Partnership is subject to taxation, is less than such Holder's share of such income for purposes of the Tax Act. Although the FTC Generator Rules are not expected to apply to Investment MF LP or to the Investment MF LP Unitholders in respect of Investment MF LP, no assurances can be given in this regard.

Disposition of Investment MF LP Units

Upon the disposition or deemed disposition of Investment MF LP Units by a Holder, the Holder generally will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition are greater (or less) than the aggregate of the Holder's adjusted cost base of the Investment MF LP Units immediately before such disposition and any reasonable costs of disposition.

The adjusted cost base to a Holder of an Investment MF LP Unit acquired from the Fund pursuant to the Liquidating Distribution at a particular time will include (i) the Holder's deemed cost of such unit (being the fair market value of such unit at the time of the Liquidating Distribution as described above); plus (ii) the pro rata share of the income (including the full amount of any capital gain) of Investment MF LP allocated to the Holder pursuant to the terms of the Investment MF LP Agreement for fiscal periods of Investment MF LP ending before the particular time; less (iii) the aggregate pro rata share of losses (including the full amount of any capital losses) of Investment MF LP allocated to the Holder (except to the extent the Holder was precluded from deducting such losses in computing income due to the application of the at-risk rules) for the fiscal periods of Investment MF LP ending before the particular time; and less (iv) distributions from Investment MF LP received by the Holder before the particular time.

Where a Holder disposes of all of its Investment MF LP Units, it will no longer be a partner of Investment MF LP. If, however, a Holder is entitled to receive a distribution from Investment MF LP after such disposition, then such Holder will be deemed to dispose of the Investment MF LP Units at the later of: (i) the end of the fiscal period of Investment MF LP during which the disposition occurred, and (ii) the date of the last distribution made by Investment MF LP to which such Holder was entitled. The pro rata share of income (or loss), including the full amount of any capital gain or loss, of Investment MF LP for tax purposes for a particular fiscal period which is allocated to a Holder who has ceased to be a partner will generally be added (or deducted) in the computation of the adjusted cost base of the Holder's Investment MF LP Units immediately prior to the time of disposition. These rules are complex and Holders should consult their own tax advisors for advice with respect to the specific tax consequences to them of disposing of Investment MF LP Units.

It is expected that a Holder generally will not be subject to U.S. taxes on a disposition of Investment MF LP Units. See "Certain U.S. Federal Income Tax Considerations—U.S. Federal Income Taxation of the Non-U.S. Investment MF LP Unitholders—Disposition of Investment MF LP Units by Non-U.S. Unitholders" below. In the event that U.S. tax does apply to a disposition of Investment MF LP Units by a Holder, such Holder should consult with their own tax advisors as to whether such taxes would be eligible for a foreign tax credit or foreign tax deduction under the Tax Act.

Termination of Investment MF LP

Upon the termination of Investment MF LP, generally, Investment MF LP property that is distributed to a Holder will be deemed to have been disposed of by Investment MF LP for its fair market value and acquired by the Holder at a cost equal to the same amount. Generally, each Holder will be deemed to dispose of his or her Investment MF LP Units at that time for proceeds of disposition equal to the fair market value of the property received from Investment MF LP in respect of those Investment MF LP Units. Investment MF LP property (other than cash) distributed to a Holder on termination of Investment MF LP likely would not be a "qualified investment" under the Tax Act for trusts governed by Plans. If such property is not a qualified investment for trusts governed by Plans, such trusts (and, in the case of certain Plans, the annuitants, beneficiaries or subscribers thereunder or holders thereof) may be subject to adverse tax consequences. Investment MF LP Unitholders should consult their own tax counsel for advice on whether or not such property would be qualified investments for trusts governed by Plans in their particular circumstances.

A capital gain (or capital loss) will be realized by a Holder on the disposition of such Investment MF LP Units to the extent that such proceeds, net of reasonable disposition costs, exceed (or are less than) the adjusted cost base of the Holder's Investment MF LP Units, calculated as described above. In addition, the amount, if any, by which the adjusted cost base to a Holder of his or her Units is negative, will be deemed to be a capital gain of the Holder from a disposition of those Investment MF LP Units.

Any income, capital gain or loss realized by Investment MF LP on the disposition of property in the fiscal period ending as a result of the termination of Investment MF LP will be included in calculating the income, gain or loss of Investment MF LP for that fiscal period and allocated to Investment MF LP's partners in accordance with the Investment MF LP Agreement.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain realized by a Holder from a disposition (or deemed disposition) of Units or Investment MF LP Units, or by the Fund or a Partnership on a disposition (or deemed disposition) of units or shares of another Fund Entity, will be included in income under the Tax Act as a "taxable capital gain". One-half of any capital loss (an "allowable capital loss") realized by a Holder on the disposition, or deemed disposition, of Units or Investment MF LP Units, or by the Fund or a Partnership on a disposition or deemed disposition of units or shares of another Fund Entity, must generally be deducted against any taxable capital gains realized in the year of disposition. Any excess of allowable capital losses over taxable capital gains for the year may generally be carried back to the three preceding taxation years or carried forward to any subsequent taxation year and applied against net taxable capital gains in those years, subject to the detailed rules contained in the Tax Act.

Alternative Minimum Tax

A Holder that is an individual or trust (other than certain specified types of trusts) may have an increased liability for alternative minimum tax as a result of capital gains realized on a disposition of Investment MF LP Units or the allocation of income or capital gains by Investment MF LP.

Refundable Tax Payable by Certain Corporations

A Holder that is a "Canadian-controlled private corporation" throughout its taxation year or a "substantive CCPC" (as defined in the Tax Act) at any time in the year will be subject to an additional tax (refundable in certain circumstances) in respect of its "aggregate investment income" for the year, which is generally defined to include income from property and amounts in respect of net taxable capital gains (including taxable capital gains realized on a disposition of Investment MF LP Units and taxable capital gains allocated by Investment MF LP to the Holder). Holders that are corporations are advised to consult their own tax advisors.

Reporting Requirements

Each Holder will generally be required to file an income tax return reporting such Investment MF LP Unitholder's share of the income or loss of Investment MF LP. While Investment MF LP will provide each Holder with information required for income tax purposes pertaining to such Holder's investment in Investment MF LP Units, Investment MF LP will not prepare or file income tax returns on behalf of any Holder.

Each person who is an Investment MF LP Unitholder at any time in a fiscal period of Investment MF LP is required to make an information return in prescribed form containing specified information for that period, including the income or loss of Investment MF LP and the names and shares of such income or loss of all the partners of Investment MF LP. The filing of an annual information return by the general partner of Investment MF LP on behalf of the Investment MF LP Unitholders will satisfy this requirement, and the general partner of Investment MF LP has agreed to make such filings.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain U.S. federal income tax considerations applicable to Non-U.S. Unitholders (defined below) with respect to the disposition of Units of the Fund, and the acquisition, ownership and disposition of Investment MF LP Class A Units or Investment MF LP Class U Units (collectively "Investment MF LP Units") acquired, as part of the Reorganization.

This summary is generally directed only to Non-U.S. Unitholders of Investment MF LP Units who acquired Investment MF LP Units as part of the Reorganization and who are not U.S. persons pursuant to the Code. However, the summary does not deal with all aspects of U.S. federal income taxation that may be relevant to the specific circumstances of certain Non-U.S. Unitholders. For example, the summary does not address the U.S. federal income tax consequences to Non-U.S. Unitholders that are in special tax situations such as U.S. expatriates.

The U.S. federal income tax treatment of a partner in a partnership or other entity treated as a partnership that holds Investment MF LP Units depends on the status of the partner and the activities of the partnership. Partners in a partnership that owns Investment MF LP Units should consult their own tax advisors as to the particular U.S. federal income tax considerations applicable to them.

This commentary also summarizes, in a general way, certain U.S. federal income tax considerations to U.S. MF REIT regarding its continued qualification and taxation as a real estate investment trust ("REIT") for U.S. federal income tax purposes.

Whether U.S. MF REIT qualifies as a REIT for U.S. federal income tax purposes is dependent on whether it satisfies the various REIT requirements for each tax year, including, but not limited to, certain organizational, operational, gross income, asset and distribution requirements (see below "U.S. Federal Income Taxation of U.S. MF REIT" in the "Requirements for REIT Qualification" section).

The Manager intends U.S. MF REIT to qualify as a REIT for each relevant tax year and has established procedures to regularly monitor REIT classification and compliance. However, given the highly complex nature of the rules governing REITs and the possibility of future changes in circumstances, no assurances can be given that U.S. MF REIT will qualify as a REIT for U.S. federal income tax purposes in U.S. MF REIT's current tax year or in any subsequent tax year. The failure of U.S. MF REIT to qualify as a REIT in any tax year may result in materially reduced distributions to Unitholders and U.S. federal income tax consequences that are not described in this summary.

"Non-U.S. Unitholder" Defined

For purposes of this summary, a "Non-U.S. Unitholder" means any Unitholder that is not: (i) a U.S. citizen, U.S. permanent resident ("green card" holder) or individual resident in the U.S.; (ii) a corporation or other entity taxable as a corporation that is either created or organized under the laws of the U.S. or a political subdivision thereof or that is for other reasons treated as if it were taxable as a corporation created or organized under the laws of the U.S.; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of the source; or (iv) a trust, (A) if a court within the U.S. is able to exercise primary supervision over the trust's administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (B) it has a valid election in place to be treated as a U.S. person.

Limitations

This summary is of a general nature only and does not consider all possible U.S. federal income tax considerations of an investment in Investment MF LP Units by a Non-U.S. Unitholder. This summary also does not consider state, local or non-U.S. tax consequences. This summary does not constitute an opinion to prospective Non-U.S. Unitholders and is not intended to be legal or tax advice to prospective holders of Investment MF LP Units.

No ruling has been sought from the IRS on any aspect of the Offering.

This summary is based on the facts set out in this Information Circular. This summary is also based upon the relevant provisions of the Code, the regulations under the Code (the "U.S. Regulations"), the Treaty and the judicial and administrative interpretations and pronouncements thereof as currently in effect. This summary does not take into account any potential tax law changes, including potential corporate income tax rate increases, that are currently being proposed, but which have not, as of the date of this Information Circular, been signed into law. The authorities taken into account are subject to change retroactively and/or prospectively and any such changes could affect the U.S. federal income tax consequences described in the summary below. There can be no assurance that the U.S. Internal Revenue Service ("IRS") will not successfully challenge the conclusions reached in this summary and no ruling from the IRS has been or will be sought on any of the issues discussed below.

Each Non-U.S. Unitholder should consult his, her or its own tax advisor as to the U.S. federal, state, and local income and other tax consequences to it of the acquisition, ownership and disposition of the Investment MF LP Units taking into consideration his, her or its own particular circumstances.

Disposition of Units and Acquisition of Investment MF LP Units by Non-U.S. Unitholders of the Fund in the Reorganization

The U.S. entity classification rules prescribe the classification of various entities for U.S. federal income tax purposes. Generally, a non-U.S. business entity is, by default, treated as a corporation for U.S. federal income tax purposes under the entity classification rules if all members have limited liability. Pursuant to the Trust Beneficiaries' Liability Act, 2004 (Ontario), all of the Unitholders of the Fund will have limited liability. Since all of the Fund's Unitholders will have limited liability, the Fund should be treated as a corporation for U.S. federal income tax purposes.

The distribution by the Fund of Investment MF LP Units to Fund Unitholders in exchange for their Fund Units should be treated as a taxable disposition of Fund Units for U.S. federal income tax purposes. Notwithstanding the foregoing, in general, since the Fund is treated as a non-U.S. corporation for U.S. federal income tax purposes, Non-U.S. Unitholders of the Fund would not be subject to U.S. federal income tax upon the disposition of their Units unless: (i) the Non-U.S. Unitholder is an individual who is present in the U.S. for 183 days or more in the tax year of the disposition and certain other conditions are met, or (ii) the gain is effectively connected with the conduct by the Non-U.S. Unitholder of a trade or business within the U.S. and attributable to a permanent establishment of the Non-U.S. Unitholder within the meaning of the Treaty

Fixed or Determinable, Annual or Periodic Income Allocable to Investment MF LP

General

Non-U.S. persons are generally subject to U.S. federal income tax on fixed or determinable, annual or periodic income ("FDAP") received from U.S. sources, including U.S. source dividends and interest, to the extent not effectively connected with the conduct of a U.S. trade or business. U.S. source FDAP income is generally subject to a 30% U.S. tax applied to the gross amount (with no allowance for deductions) of FDAP income unless a lower rate applies to the gross amount of FDAP income under an applicable U.S. income tax treaty. FDAP income that is effectively connected with the conduct of a U.S. trade or business is considered effectively connected income ("ECI") and, if an income tax treaty with the U.S. exists, and such income is attributable to a permanent establishment maintained by the non-U.S. person in the U.S., would generally be subject to U.S. tax for such non-U.S. person at graduated federal income tax rates applicable to U.S. persons.

The 30% tax on the gross amount of U.S. source FDAP payments to a non-U.S. person that is the beneficial owner of such FDAP payments is generally collected through withholding at the source of payment by a withholding agent. Withholding is generally required at a 30% rate, unless a lower rate applies under an applicable U.S. income tax treaty and certain documentation requirements are met. In general, to satisfy such documentation requirements, the non-U.S. beneficial owner of the U.S. source FDAP payment must provide a Form W-8 to the withholding agent to establish such beneficial owner's entitlement to a lower treaty withholding rate. The documentation requirements are generally designed to provide withholding agents with sufficient information to enable them to identify the beneficial owners of the income and to

establish such beneficial owners' residence and entitlement to a treaty-reduced rate of withholding for U.S. federal income tax purposes. A withholding agent which has deducted and withheld U.S. federal income tax on FDAP income is required to file information Form 1042-S for each non-U.S. beneficial owner to whom a payment was made (or deemed made).

Generally, U.S. source FDAP income payments that would otherwise be subject to 30% withholding at source when paid to a non-U.S. partnership are treated as being paid to the partners of the non-U.S. partnership provided that the non-U.S. partnership is treated as fiscally transparent under the laws of its jurisdiction of formation (i.e. it is treated as a pass-through entity) and such non-U.S. partnership provides sufficient documentation to the withholding agent that the partners in such non-U.S. partnership are the beneficial owners of such income (i.e. not fiscally transparent under the laws of their jurisdiction of formation) and entitled to a treaty-reduced rate of withholding.

In certain circumstances, a non-U.S. partnership may elect to be treated as a corporation for U.S. federal income tax purposes under the U.S. entity classification rules, but is nevertheless still treated as being a fiscally transparent entity under the laws of its jurisdiction of formation. In such cases, U.S. source FDAP income paid to the non-U.S. partnership (treated as a corporation for U.S. federal income tax purposes) would be similarly treated as being paid to the partners of the non-U.S. partnership. Such partners would be eligible for a treaty-reduced rate of withholding for U.S. source FDAP income payments if the partner is the beneficial owner of such income (i.e. not fiscally transparent under the laws of its jurisdiction of formation) and such partner provides the required documentation establishing the beneficial owner's entitlement to a lower treaty withholding rate.

Investment MF LP elected to be treated as a corporation for U.S. federal income tax purposes under the U.S. entity classification rules. However, as discussed above, Investment MF LP will, nevertheless, still be treated as fiscally transparent under the laws of Canada because Investment MF LP is a partnership for Canadian tax purposes. Holding MF LP will also be treated as fiscally transparent because it is a partnership formed under U.S. state law and is treated as a partnership for U.S. federal income tax purposes. Under this structure, U.S. source FDAP income paid to Holding MF LP will be treated as paid directly to the Unitholders of Investment MF LP because Holding MF LP and Investment MF LP are treated as fiscally transparent entities in their respective jurisdictions of formation. As a result, the Unitholders of Investment MF LP (that are not treated as fiscally transparent in their jurisdiction of formation) will be treated as the beneficial owner of such U.S. source FDAP income paid to Holding MF LP (e.g. ordinary REIT dividends).

Ordinary REIT Dividends

Distributions out of U.S. MF REIT's current or accumulated earnings and profits that are not attributable to gain from the sale or exchange by U.S. MF REIT of its U.S. real property interests (i.e. "ordinary REIT dividends" and not "capital gains dividends") are generally treated as U.S. source FDAP income and are subject to a 30% withholding tax at source with no allowance for deductions. The 30% withholding tax rate may be reduced if the beneficial owner is eligible for a reduction under the Treaty.

Based on the analysis above, an ordinary REIT dividend paid by U.S. MF REIT to Holding MF LP will be treated as being paid to the Unitholders of Investment MF LP because Holding MF LP and Investment MF LP are treated as fiscally transparent under the laws of their respective jurisdictions of formation (and notwithstanding that Investment MF LP has elected to be treated as a corporation for U.S. federal income tax purposes). As a result, such Unitholders of

Investment MF LP would be treated as the beneficial owner of the ordinary REIT dividends (which are U.S. source FDAP income). A Non-U.S. Unitholder may be eligible for a reduced rate of U.S. withholding tax if such Non-U.S. Unitholder is eligible for treaty benefits under the Treaty.

Subsequent Disposition of Investment MF LP Units by Non-U.S. Unitholders

Generally, since Investment MF LP is treated as a non-U.S. corporation for U.S. federal income tax purposes, Non-U.S. Unitholders would not be subject to U.S. federal income tax upon a disposition of the Investment MF LP Units unless: (i) the Non-U.S. Unitholder is an individual who is present in the U.S. for 183 days or more in the tax year of the disposition and certain other conditions are met, or (ii) the gain is effectively connected with the conduct by the Non-U.S. Unitholder of a trade or business within the U.S. and attributable to a permanent establishment of the Non-U.S. Unitholder within the meaning of the Treaty.

Non-U.S. Unitholders of Investment MF LP in either of these situations should consult their own tax advisors on the U.S. federal income tax consequences of the disposition of the Investment MF LP Units.

U.S. Federal Income Taxation of Investment MF LP

Investment MF LP is an eligible entity that elected to be classified as a corporation for U.S. federal income tax purposes. Consequently, Investment MF LP will be considered a “foreign corporation” for U.S. federal income tax purposes.

Subject to the discussion below on the disposition of shares of U.S. MF REIT, and on capital gains dividends and distributions made by U.S. MF REIT in excess of both its earnings and profits and the adjusted tax basis of Holding MF LP in U.S. MF REIT shares, Holding MF LP is not expected to be treated as engaged in a U.S. trade or business (as discussed below) and as a result, Investment MF LP is not expected to be engaged in a U.S. trade or business as a result of its status as a partner in Holding MF LP.

A non-U.S. person's gain from the disposition of a United States Real Property Interest (“USRPI”) is generally subject to U.S. federal income tax, withholding and filing requirements and is not exempt under the Treaty. A USRPI generally includes shares in corporations organized in the U.S., such as U.S. MF REIT, the fair market value of whose interests in real property located in the U.S., at any time in a five year testing period, equals or exceeds 50% of the fair market value of the sum of its interests in real property located in the U.S., its interests in real property located outside the U.S. and its other assets used or held for use in a trade or business. Such gain on the disposition of a USRPI recognized by a non-U.S. person, such as a nonresident alien or non-U.S. corporation, is treated as ECI and the taxable amount is subject to U.S. federal income tax (“FIRPTA Tax”).

Distributions made by U.S. MF REIT to a non-U.S. person, such as a nonresident alien or non-U.S. corporation, that are attributable to the sale or exchange of USRPIs by U.S. MF REIT (i.e. capital gains dividends) and distributions made by U.S. MF REIT in excess of both its earnings and profits and the adjusted tax basis in U.S. MF REIT shares held by Holding MF LP may also be subject to FIRPTA Tax.

Transactions that give rise to gains that may be subject to FIRPTA Tax may also be subject to withholding on the part of U.S. MF REIT or the purchaser, as the case may be (“Section 1445 Withholdings”). Section 1445 Withholdings are required at a rate of 21% on distributions made by

U.S. MF REIT attributable to the gains from the sale or exchange of USRPIs by U.S. MF REIT (i.e. capital gains dividends) and the portion of a distribution in excess of U.S. MF REIT's earnings and profits and the adjusted tax basis in U.S. MF REIT shares held by Holding MF LP. Section 1445 Withholdings are also required at a rate of 21% of the amount of gain realized on the sale or exchange of the shares of U.S. MF REIT by Holding MF LP to the extent that such gain is allocable to a non-U.S. partner of Holding MF LP. Subject to the discussion below on withholding certificates and Section 1446 Withholdings, Investment MF LP will generally be subject to Section 1445 Withholdings on its allocable share of U.S. MF REIT capital gains dividends, U.S. MF REIT distributions in excess of U.S. MF REIT's earnings and profits and the adjusted tax basis in U.S. MF REIT shares held by Holding MF LP, and its share of the gain realized on the sale or exchange of the shares of U.S. MF REIT.

The Section 1445 Withholdings may be reduced or eliminated (in certain circumstances) if an application for a withholding certificate is timely filed with the IRS requesting a reduction in withholding and a withholding certificate is subsequently received from the IRS. A withholding certificate might be issued by the IRS if Investment MF LP establishes that the actual tax on a particular transaction giving rise to FIRPTA Tax is expected to be less than the required withholding because, for example, Investment MF LP suffers a loss on the sale. No assurance, however, can be given that the IRS will approve any such withholding certificate application, if made.

Generally, a U.S. partnership that has ECI allocable to non-U.S. partners must withhold and remit U.S. withholding tax ("Section 1446 Withholdings") on any ECI allocable to such non-U.S. partners (using procedures generally applicable to U.S. withholding on U.S. source FDAP income), and must file annually with the IRS certain U.S. tax returns to report this withholding. In general, withholdings must be made at the highest rate of tax applicable to such non-U.S. partners, without regard to the preferential rates of tax. For example, non-U.S. corporations are subject to Section 1446 Withholdings at the rate of 21%. If a U.S. partnership is subject to both Section 1445 Withholdings and Section 1446 Withholdings, U.S. Regulations provide that such U.S. partnership will only be subject to the payment and reporting requirements of Section 1446 with respect to partnership gain from the disposition of USRPIs. Holding MF LP will be required to withhold Section 1446 Withholdings at 21% on Investment MF LP's allocable share of gain from either Holding MF LP's disposition of U.S. MF REIT's common stock, from U.S. MF REIT's capital gains dividends and/or from distributions made by U.S. MF REIT in excess of both its earnings and profits and the adjusted tax basis of Holding MF LP in U.S. MF REIT shares.

Investment MF LP will be subject to U.S. federal income taxation (i.e. FIRPTA Tax) on its allocable share of gain from the disposition of the common stock of U.S. MF REIT, its allocable share of U.S. MF REIT's capital gains dividends and/or its allocable share of distributions made by U.S. MF REIT in excess of both its earnings and profits and the adjusted tax basis in U.S. MF REIT shares held by Holding MF LP. The disposition of the partnership interests in Holding MF LP by Investment MF LP will be treated as the disposition by Investment MF LP of its pro rata portion of the common stock of U.S. MF REIT and as such, any gain from such disposition will also be subject to U.S. federal income taxation (i.e. FIRPTA Tax).

Investment MF LP will be required to file a U.S. federal income tax return (i.e. Form 1120-F for non-U.S. corporations) for the year in which it receives its allocable share of gain/loss from the disposition of the common stock of U.S. MF REIT, its allocable share of U.S. MF REIT's capital gains dividends and/or its allocable share of distributions made by U.S. MF REIT in excess of both its earnings and profits and the adjusted tax basis in U.S. MF REIT shares held by Holding MF LP to which the FIRPTA Tax applies and may claim the Section 1446 Withholdings and the

Section 1445 Withholdings withheld, if any, as a credit against Investment MF LP's final U.S. federal income tax liability for the year by showing proof of withholding.

In addition, Investment MF LP may also be subject to U.S. branch profits tax (paid with its U.S. federal income tax return) on its allocable share of income from Holding MF LP subject to FIRPTA Tax (other than income attributable to the sale of U.S. MF REIT shares by Holding MF LP and other than from a distribution by U.S. MF REIT in excess of its earnings and profits and adjusted tax basis in U.S. MF REIT shares). U.S. branch profits tax is imposed in addition to regular federal income tax at the rate of 30% on a calculated profits amount. To the extent that Unitholders in Investment MF LP are eligible for Treaty benefits, should the U.S. branch profits tax be applicable, it may be possible to take the position that the branch profits tax rate should be reduced to 5% of the profits subject to the branch profits tax in excess of a C$500,000 cumulative exemption. If applicable, Investment MF LP intends to take the position that the reduced branch profits tax rate of 5% applies to any profits subject to the branch profits tax. However, no assurances may be given that the IRS will not challenge this position and assert that a higher branch profits tax rate should apply.

Investment MF LP's allocable share of ordinary REIT dividends beneficially owned by Unitholders of Investment MF LP will not be subject to U.S. federal income tax at the Investment MF LP level. Instead, such income will be subject to U.S. withholding tax as it is deemed to be paid to Unitholders of Investment MF LP (see discussion above).

U.S. Federal Income Taxation of Holding MF LP

Holding MF LP is a limited partnership organized in the U.S. and is classified as a partnership for U.S. federal income tax purposes. As such, Holding MF LP would not be a taxable entity and would not incur any U.S. federal income tax liability at the entity level. Instead, the partners of Holding MF LP, including Investment MF LP, are required to take into account their allocable shares of items of income, gain, loss and deduction (e.g., income in the form of capital gains distributions and ordinary distributions from U.S. MF REIT) and which may result in U.S. federal income tax reporting and/or paying obligations (as described above).

Holding MF LP will withhold and remit Section 1446 Withholdings on certain income allocable to Investment MF LP as described above and will be required to annually file with the IRS certain U.S. tax returns to report this withholding.

U.S. Federal Income Taxation of U.S. MF REIT

U.S. Rules for REITs

U.S. MF REIT elected to be taxed as a REIT beginning with its first tax year ending December 31, 2021. However, qualifying as a REIT depends on an entity meeting various REIT requirements for each tax year. As such, there is no assurance that U.S. MF REIT will qualify as a REIT on a continuing basis. The failure of U.S. MF REIT to qualify as a REIT in any tax year may result in materially reduced distributions to Unitholders and U.S. federal income tax consequences that are not described in this summary.

The following describes the general REIT qualification rules and the significant U.S. federal income tax consequences to a business entity electing to be treated as a REIT.

The sections of the Code and U.S. Regulations relating to qualification and operation as a REIT are highly technical and complex. The following discussion sets out, in very general terms, the material aspects of the Code and U.S. Regulations that govern the U.S. federal income tax treatment of U.S. MF REIT.

A business entity that qualifies and timely elects to be taxed as a REIT is not generally subject to U.S. federal income tax on its income and capital gains that it distributes to its interest holders each year. However, it would remain subject to U.S. federal income tax in certain circumstances.

For example:

(a) Undistributed taxable income (including undistributed net capital gains) will be taxed at the regular rates for corporations.

(b) U.S. MF REIT is subject to the highest corporate income tax rate on net income from a sale or other disposition of “foreclosure property” (i.e., generally, property acquired through foreclosure or after default on a loan secured by the property or a lease of the property) held primarily for sale to customers in the ordinary course of business and on other non-qualifying income earned from foreclosure property.

(c) U.S. MF REIT is subject to a 100% tax on net income from “prohibited transactions”. Prohibited transactions are generally sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business.

(d) U.S. MF REIT is subject to a 100% tax on certain transactions with its taxable REIT subsidiaries (“TRSs”) if such transactions are not at “arm’s-length”, as defined.

(e) If U.S. MF REIT fails to satisfy either the 75% or 95% gross income test (as discussed below) but has nonetheless maintained its qualification as a REIT because it has met certain other requirements, U.S. MF REIT will be subject to a 100% tax on an amount equal to the greater of the amount by which it fails the 75% or 95% test multiplied by a fraction calculated to reflect U.S. MF REIT’s profitability.

(f) If U.S. MF REIT: (i) fails to satisfy any of the REIT asset tests (as discussed below), other than a “de minimis” failure of the 5% or 10% REIT asset test (as described more fully below), it may continue to qualify as a REIT if it meets certain other requirements and it pays a tax equal to the greater of US$50,000 or the highest corporate income tax rate multiplied by the net income from the non-qualifying assets for the period of time it failed to satisfy the asset tests; or (ii) fails to satisfy REIT requirements other than the gross income and asset tests and meets certain other requirements, it will have to pay US$50,000 for each failure in order to remain a REIT.

(g) U.S. MF REIT is subject to a 4% excise tax on the excess of the required distribution over the sum of amounts distributed and amounts retained on which U.S. federal income tax was paid. The required distribution for this purpose is at least 85% of its ordinary income, 95% of its capital gain net income, and any undistributed amounts from prior periods.

(h) U.S. MF REIT may be required to pay monetary penalties to the IRS in certain circumstances, including if it fails to meet record-keeping requirements intended to monitor its compliance with rules relating to the composition of its interest holders.

(i) If U.S. MF REIT acquires appreciated assets from a “C-corporation” (i.e., a corporation generally subject to corporate income tax) in a transaction in which the adjusted tax basis of the assets in its hands is determined by reference to the adjusted tax basis of the assets in the hands of the C-corporation, U.S. MF REIT may be subject to tax on such appreciation at the highest corporate income tax rate then applicable if it subsequently recognizes gain on a disposition of such assets during the five-year period following its acquisition from the C-corporation. The results described in this paragraph assume that the C-corporation will not elect in lieu of this treatment to be subject to an immediate tax when the asset is acquired by U.S. MF REIT.

(j) U.S. MF REIT may have subsidiaries or own interests in other lower-tier entities that are C-corporations, such as taxable REIT subsidiaries, the earnings of which would be subject to federal corporate income tax.

Requirements for REIT Qualification

To qualify as a REIT, a business entity must timely elect to be treated as a REIT and must meet certain organizational, operational, income, asset and distribution requirements, discussed in very general terms below.

Organizational Requirements

The Code defines a REIT as a corporation, trust or association that:

(a) is managed by one or more trustees or directors;

(b) issues transferable stock or transferable certificates as evidence of beneficial ownership;

(d) is neither a financial institution nor an insurance company;

(e) is beneficially owned by at least 100 persons (“100 Shareholder Requirement”);

(f) not more than 50% of the value of its outstanding equity interests is owned, directly, indirectly or by attribution, by five or fewer “individuals” (as defined in the Code to include certain entities), during the last half of the tax year (“Not-Closely Held Requirement”); and

(g) satisfies the asset and income requirements, described below.

The first four conditions described above must be met for each tax year for which REIT qualification is sought. The 100 Shareholder Requirement must be met for at least 335 days of a 12-month tax year or for a proportionate number of days if the tax year is less than 12 months. The Not-Closely Held Requirement is generally measured at the individual level through the application of constructive ownership rules. The 100 Shareholder Requirement, on the other

hand, is generally measured at the actual shareholder level. Both the 100 Shareholder Requirement and the Not-Closely Held Requirement are waived for the first tax year for which a REIT election is made.

A REIT's tax year must be the calendar year. As well, a REIT cannot have earnings and profits as of the close of any REIT tax year which were accumulated in a non-REIT tax year. As discussed more fully below under the heading "Annual Distribution Requirements", U.S. MF REIT is required to make dividend distributions (other than capital gain dividends) equal to at least 90% of REIT taxable income, determined without regard to the deduction for dividends paid and by excluding any net capital gain, plus 90% of the excess of net income from foreclosure property over the tax imposed on such income, less "excess non-cash income". A REIT is also required to maintain certain records pertinent to its qualified REIT status.

Annual Income Requirements

U.S. MF REIT must meet the following two gross income test requirements, excluding gross income from prohibited transactions and certain hedging and foreign currency transactions, annually:

(a) at least 75% of U.S. MF REIT's gross income ("75% gross income test"), excluding gross income from prohibited transactions and certain hedging and foreign currency transactions, must be derived from:

(i) rents from real property (as described below);
(ii) interest on obligations secured by mortgages on real property;
(iii) dividends received from other REITs;
(iv) gain from the sale of real property that is not held primarily for sale to customers in the ordinary course of business;
(v) income and gain derived from "foreclosure property" (as previously described);
(vi) income from certain temporary investments (described below); and
(vii) certain other real estate-related income; and

(b) at least 95% of U.S. MF REIT's gross income ("95% gross income test"), excluding gross income from prohibited transactions and certain hedging and foreign currency transactions, must be income of a passive-type, including:

(i) income described in the 75% gross income test, above;
(ii) dividends, including dividends from a TRS;
(iii) interest (whether or not secured by a mortgage); and
(iv) gain from the sale or disposition of stock or securities not held primarily for sale to customers in the ordinary course of business.

Certain Types of Income

Rents from Real Property: Generally, "rents from real property" means the gross amounts received for the use of real property. "Rents from real property" includes:

(a) rents from interests in real property;
(b) charges for services customarily furnished or rendered (i.e., services customarily provided to tenants of similar property in the geographic area in connection with the rental of space for occupancy) in connection with the rental of real property, whether or not those charges are separately stated;
(c) rent attributable to personal property that is leased in connection with a lease of real property provided that the rent attributable to personal property does not exceed 15% of the total rental amount; and
(d) rents received from a TRS (which would otherwise be disqualified as related party rents), provided that certain conditions are satisfied.

"Rents from real property" does not include, among other categories of real property-related rental income,

(a) any amount received or accrued that is based upon profits of any person either in whole or in part, directly or indirectly. However, an amount is not so excluded solely by being based on a fixed percentage or percentages of sales or if it is based on the net income of a tenant which derives substantially all of its income with respect to such property from subleasing substantially all of such property, to the extent that the rents paid by the subtenants would qualify as rents from real property, if earned directly by the REIT;
(b) any amounts received from a tenant that is directly or indirectly 10% or more owned (based on voting power or value for a corporate entity or assets or net profits for a non-corporate entity) by the REIT, except in certain cases for amounts received from a TRS; and
(c) impermissible tenant service income ("ITSI").

Generally, ITSI means, with respect to a property, any amount received or accrued directly or indirectly by a REIT for furnishing or rendering services to its tenants or for managing or operating the property. However, if such services are rendered or furnished, or such management or operation is provided through: (i) an independent contractor from whom the REIT does not derive or receive any income; or (ii) a TRS of the REIT, then such services, management or operation is not treated as furnished, rendered or provided by the REIT for purposes of determining whether they create ITSI. In addition, certain customary property management services may be provided directly by the REIT without causing amounts to be treated as ITSI. Nonetheless, if the amount of ITSI as determined under the preceding rules exceeds 1% of all amounts received or accrued directly or indirectly during the tax year by the REIT with respect to such property, then all such amounts received with respect to the property are treated as ITSI.

Property Held Primarily for Sale: A REIT is subject to a 100% tax on its net income from "prohibited transactions". A prohibited transaction includes the sale of property held primarily for sale to customers in the ordinary course of business other than a foreclosure property. Whether property is held primarily for sale to customers in the ordinary course of business depends on the

facts and circumstances. However, a prohibited transaction is deemed not to include the sale of property that is a real estate asset if, for example:

(a) the REIT has owned the property (consisting of land and improvements) for two years or longer for the production of rental income;

(b) the aggregate expenditures of a capital nature made by the REIT or its partner on the property during the two-year period prior to the sale do not exceed 30% of the property's net selling price; and

(c) (i) the REIT makes no more than seven sales of property (excluding certain property obtained through foreclosure) during the tax year, (ii) the aggregate tax bases of the properties sold during the tax year does not exceed 10% of the aggregate tax bases of all the REIT's assets, determined as of the beginning of the tax year, (iii) the fair market value of the properties sold during the tax year does not exceed 10% of the fair market value of all of the REIT's assets, determined as of the beginning of the tax year, or (iv) the aggregate adjusted basis (or the fair market value) of property sold during the year does not exceed 20% of the aggregate adjusted basis (or the fair market value) of all of the REIT's assets as of the beginning of the tax year and the aggregate adjusted basis (or the fair market value) of property sold during the three-year period ending with the year of sale does not exceed 10% of the aggregate tax basis (or the fair market value) of all of the REIT's assets as of the beginning of each of the three tax years ending with the year of sale. If the REIT relies on the percentage of tax bases or fair market value test to avoid prohibited transaction treatment, then substantially all the marketing and development expenditures with respect to the property must be made through an independent contractor or a taxable REIT subsidiary in a prescribed manner.

Income from Certain Temporary Investments: Interest income on obligations not secured by real property and certain other investment income may qualify under the 75% gross income test if it is "qualified temporary investment income". Qualified temporary investment income is limited to certain investment income from stock or a debt instrument that is attributable to the temporary investment of new capital and is received or accrued during the one-year period beginning on the date the REIT receives such new capital. The same one-year period also limits the time such temporary investments are treated as real estate assets for asset testing purposes.

If U.S. MF REIT fails to satisfy one or both of the 75% or 95% gross income tests for any tax year, it may still qualify as a REIT for the year if it is entitled to relief under applicable provisions of the Code. These relief provisions will generally be available if U.S. MF REIT's failure to meet these tests was due to reasonable cause and not due to willful neglect and, following the identification of such failure, U.S. MF REIT sets forth a description of each item of its gross income that satisfies the gross income tests in a schedule for the tax year filed in accordance with the U.S. Regulations. As discussed above, a tax would be imposed upon the profit attributable to the amount by which U.S. MF REIT fails to satisfy the particular gross income test.

Quarterly Asset Requirements

At the end of each quarter, U.S. MF REIT must meet certain asset requirements, generally as follows:

(a) At least 75% of the value of U.S. MF REIT's gross assets must consist of real estate assets (which generally include qualified temporary investments, described

above, interests in real property, interest in mortgages, shares in other REITs, debt instruments issued by publicly offered REITs, and personal property leased in connection with real property to the extent that rents attributable to such personal property are treated as "rents from real property"), cash, cash items, and U.S. Government securities.

(b) Not more than 25% of the value of its total assets may consist of securities, other than U.S. Government securities and securities that qualify as real estate assets.

(d) Not more than 5% of the value of its total assets may consist of securities of one issuer (other than interests in TRSs, U.S. Government securities and securities that qualify as real estate assets).

(e) U.S. MF REIT may not hold securities that make up more than 10% of total voting power or value of the outstanding securities of any one issuer (except for interests in TRSs, U.S. Government securities, securities that qualify as real estate assets, and for the 10% value limitation purposes, certain exempted securities).

(f) Not more than 25% of the value of its total assets may consist of debt instruments issued by publicly offered REITs that are "nonqualified" debt instruments (e.g., not secured by interests in mortgages on interests in real property).

If U.S. MF REIT meets the asset tests at the close of any quarter, then U.S. MF REIT will not lose its REIT status if it fails to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values of assets owned in the immediately preceding quarter (including a failure caused solely by a change in the foreign currency exchange rate used to value a foreign asset). If, on the other hand, U.S. MF REIT fails the asset test because of the acquisition of an asset, the failure can be cured by disposing of non-qualifying assets within 30 days after the close of the quarter. Under certain circumstances, U.S. MF REIT may avoid REIT disqualification after the 30-day cure period by disposing of sufficient non-qualifying assets (or otherwise meeting such asset tests) within six months of the last day of the quarter in which U.S. MF REIT first identifies the violation and by taking certain other steps.

If U.S. MF REIT fails to satisfy the REIT requirements, other than the gross income tests and the asset tests, it may avoid REIT disqualification if such a failure is due to reasonable cause and not due to willful neglect and U.S. MF REIT pays US$50,000 for each such failure.

A REIT that is disqualified as a REIT cannot generally again elect to become a REIT prior to the fifth tax year beginning after the first tax year for which the termination is effective unless it can establish the disqualification was due to reasonable cause and not due to willful neglect.

Annual Distribution Requirements

U.S. MF REIT is required annually to take a dividends paid deduction (other than a capital gain dividend) at least equal to the sum of: (i) 90% of its REIT taxable income (determined without regard to the deduction for dividends paid and by excluding any net capital gain); and (ii) 90% of the excess of net income from foreclosure property over the tax imposed on such income, minus "excess non-cash income". Generally, a distribution is treated as a dividend that may qualify for

the dividends paid deduction only to the extent it is paid from current or accumulated earnings and profits of U.S. MF REIT and provided it is not treated as a preferential dividend.

Generally, a dividend paid during the tax year is taken into account in the same tax year, for purposes of the dividends paid deduction. However, dividends paid in the immediately subsequent tax year are treated as if distributed on December 31 of the prior tax year if the dividends were declared in October, November or December of the prior tax year, the dividends were payable to "stockholders" of record on a specified date in such a month, and the dividends were actually distributed during January of the immediately subsequent tax year.

A dividend is also taken into account for the prior tax year if it is declared before U.S. MF REIT timely files its federal income tax return for such tax year, it is actually paid in the 12-month period following the close of the prior tax year, it is paid not later than the first regular dividend payment after declaration of such distribution, and U.S. MF REIT timely files an election. To the extent U.S. MF REIT relies on this election for more than 15% of its ordinary income and more than 5% of its capital gain net income, it may be subject to 4% excise tax on such excess late distributions. Finally, U.S. MF REIT and its holders of common interests (i.e., consent stock) may agree to deem a dividend to occur if certain conditions are met and if consents to such treatment are timely filed. The amount specified as a consent dividend generally is considered as (i) distributed in money by U.S. MF REIT to the shareholder on December 31 of the tax year of U.S. MF REIT, and (ii) contributed to the capital of U.S. MF REIT by the shareholder on the same day. Any U.S. withholding tax applicable to the consent dividend will be required to be withheld and timely remitted by U.S. MF REIT. However, amounts specified in consents filed by shareholders are not treated as consent dividends to the extent that they would constitute a preferential dividend, or they would not constitute a dividend as defined in section 316 of the Code (because e.g., the amount exceeds U.S. MF REIT's earnings and profits).

U.S. MF REIT may choose to treat certain dividends as designated capital gain dividends. U.S. MF REIT may designate prior distributions as capital gain dividends in a written notice mailed to shareholders within 30 days of the close of the tax year, or in its annual report for the tax year. Capital gain dividends are generally limited to the amount of the REIT's net capital gain for the year. Capital gain dividends are taxed in the hands of the shareholders as a gain from the sale or exchange of a capital asset held for more than one year.

Records Maintenance

U.S. MF REIT is required to keep such records as are required in order to disclose the actual ownership of its outstanding equity interests. The actual owner of U.S. MF REIT's outstanding equity interests is generally the person who is required to include the dividends received from U.S. MF REIT in gross income for U.S. federal income tax purposes.

Other Applicable Rules

U.S. MF REIT is generally subject to all other provisions of the Code that apply to corporations except to the extent those provisions are inconsistent with the REIT rules. For example, but for the dividends paid deduction and certain modifications to the normal operating rules applicable to corporations, U.S. MF REIT generally computes its taxable income in the same way as a U.S. corporation. As such, U.S. MF REIT is entitled to deduct ordinary and necessary expenses, including fees, interest, depreciation and amortization computed under the rules of the Code and other amounts that are not properly treated as being on capital account. However, to be deductible, expenses must also meet the clear reflection of income, economic performance and certain other standards.

OTHER TAX CONSIDERATIONS

This Information Circular does not address any tax considerations of the Reorganization other than certain Canadian federal income tax considerations for Unitholders resident in Canada and certain U.S. federal income tax considerations for Non-U.S. Unitholders. Unitholders who are resident in or are otherwise taxable in jurisdictions other than Canada (including Unitholders who are not Non-U.S. Unitholders) should consult their own tax advisors with respect to the tax implications of the Reorganization, including any associated filing requirements, in such jurisdictions.

Unitholders should also consult their own tax advisors regarding provincial, state or territorial tax considerations of the Reorganization.

OTHER INFORMATION CONCERNING THE FUND

Trading in Securities of the Fund

The Fund has eight classes of Units. The Units include the Class A Units, which are denominated in Canadian dollars and listed on the TSX-V under the ticker symbol "SURF.A"; Class U Units, which are denominated in U.S. dollars and listed on the TSX-V under the ticker symbol "SURF.U"; the Class C Units, Class D Units, Class F Units and Class I Units, which are denominated in Canadian dollars and convertible into Class A Units; and the Class E Units and Class G Units, which are denominated in US dollars and convertible into Class U Units. The following table sets forth the high and low trading prices per outstanding Class A Unit and Class U Units and the trading volumes for the outstanding Class A Units and Class U Units on the TSX-V for the period indicated:

	Class A Units			Class U Units
	High Price C$	Low Price C$	Trading Volume (000's)	High Price US$	Low Price US$	Trading Volume (000's)
November 2024	4.05	2.45	16,700	-	-	-
December 2024	2.45	2.00	47,762	2.00	1.20	13,500
January 2025	3.00	2.00	25,147	-	-	-
February 2025	3.23	2.00	27,150	1.75	0.41	1,200
March 2025	2.69	1.00	25,100	0.41	0.41	1,000
April 2025	1.00	0.78	27,270	-	-	-
May 2025	0.63	0.28	29,370	-	-	-
June 2025	0.53	0.21	90,100	-	-	-
July 2025	0.43	0.24	56,420	-	-	-
August 2025	0.47	0.20	62,893	0.25	0.01	18,700
September 2025	0.25	0.11	98,602	0.20	0.20	100
October 2025	0.20	0.10	236,800	0.20	0.12	1,500
November 1-5, 2025	0.15	0.11	38,505	-	-	-

Source: Bloomberg

The closing price of the Class A Units on the TSX-V on October 10, 2025, the last full day on which the Class A Units traded prior to the announcement of the Reorganization, was C$0.15. The closing price of the Class U Units on the TSX-V on October 10, 2025, the last full day on

which the Class U Units traded prior to the announcement of the Reorganization, was US$0.12. Unitholders are urged to obtain current market quotations for the Units. The Class A Units and the Class U Units will be delisted from the TSX-V following Implementation.

Ownership of Units

The following table indicates, as at November 6, 2025, the number of securities of the Fund beneficially owned, directly or indirectly, or over which control or direction is exercised, by each trustee, director and officer of the Fund and the Manager, each person controlling the Fund, and, to the knowledge of the Fund, after reasonable inquiry, each director and officer of a person controlling the Fund, each associate and majority-owned Subsidiary of any of the foregoing, if any, any other associate and affiliate of the Fund, any other beneficial owner of a 10% or more equity interest of any class of securities of the Fund, and any other person or company acting jointly or in concert with the Fund, if any, as well as the percentage of outstanding Units so owned.

Name	Relationship to the Fund	Number of Units of each Class	Percentage of each Class of Unit Beneficially Owned(4)	Fund Voting Interest
Daniel Drimmer(1)	CEO
Chairman of the Board of Trustees	10,000 Class A Units
750,000 Investment LP Class B Units (Class C Units)	0.26% of Class A Units
21.89% of Class C Units	2.49%
Harry Rosenbaum	Trustee	50,000 Class C Units	1.46% of Class C Units	0.16%
Kelly Smith	Trustee	2,000 Class C Units	0.06% of Class C Units	0.01%
Evan Kirsh(2)	President	180,000 Class C Units	5.25% of Class C Units	0.59%
Martin Liddell(3)	CFO	97,500 Class C Units	2.85% of Class C Units	0.32%
2387349 Ontario Limited	10% holder of a class of Units	500,000 Class C Units	14.60% of Class C Units	1.64%
LD Naples Partnership	10% holder of a class of Units	360,000 Class C Units	10.51% of Class C Units	1.18%
Sussex Capital Inc.	10% holder of a class of Units	500,000 Class C Units	14.60% of Class C Units	1.64%
Anna Christiansen	10% holder of a class of Units	300,000 Class C Units
200,000 Class E Units	8.76% of Class C Units
29.86% of Class E Units	1.64%
Bradley Christiansen	10% holder of a class of Units	300,000 Class C Units
200,000 Class E Units	8.76% of Class C Units
29.86% of Class E Units	1.64%
Saskatchewan Teacher's Pension Fund	10% holder of a class of Units	3,500,000 Class I Units	100% of Class I Units	11.45%

Notes:
(1) The Class B Units of Investment MF LP and Investment SF LP beneficially owned or controlled by Mr. Drimmer are registered in the name of Starlight Group Property Holdings Inc., an entity controlled by Mr. Drimmer and are exchangeable on a 1:1 basis for Class C Units.
(2) 130,000 of the Class C Units beneficially owned or directed by Mr. Kirsh are registered in the name of 873917 Ontario Ltd., an entity controlled by Mr. Kirsh.
(3) The Class C Units beneficially owned or directed by Mr. Liddell are registered in the name of Marrac Holdings Ltd., an entity controlled by Mr. Liddell, or are registered in the name of Rachel Liddell.
(4) The percentage of Class C Units for all Unitholders has been determined assuming exchange of all Investment LP Class B Units for Class C Units.

Commitments to Acquire Units

As at the date hereof, the Fund has no agreements, commitments or understandings to acquire Units. Except for the steps contemplated in the Reorganization relating to the subscription for one (1) Class X Unit of the Fund, to the knowledge of the Fund, after reasonable enquiry, no person named under the heading "Other Information Concerning the Fund—Ownership of Units" has any agreements, commitments or understandings to purchase Units.

Insider Support of the Reorganization

Each trustee, director and officer of the Fund or the Manager listed in the table above under the heading "Other Information Concerning the Fund—Ownership of Units" intends to vote the Units held by such person in favour of the Reorganization Resolution. The Fund is not aware of the voting intentions of any holder of 10% of a class of Units that is not a trustee, director and officer of the Fund or the Manager.

Previous Purchases and Sales by the Fund

No securities of the Fund have been purchased or sold by the Fund during the 12-month period prior to the date thereof.

Previous Distributions of Securities by the Fund

The following table sets forth the details regarding the Fund's previous distribution of Units, including issuances of all securities convertible into or redeemable for Units for the five-year period prior to the date thereof.

Date of Issuance	Security Issued	Reason for Issuance	Number of Securities Issued	Gross Proceeds
November 15, 2021	Class A Units	Initial Public	3,422,689	US$249,568,000
	Class C Units	Offering	3,430,000(1)
	Class D Units		10,923,370
	Class E Units		699,990
	Class F Units		6,561,866
	Class G Units		801,485
	Class I Units		3,500,000
	Class U Units		1,188,200

Notes:
(1) Including 750,000 Class B Units assumed to be converted into class C Units for this purpose.

Distributions

The Fund has not paid any cash distributions in the prior two years preceding the date of this Information Circular. Following the Reorganization, Investment MF LP may declare distributions if the Investment MF GP determines there is cash available for distribution in accordance with the terms of the A&R Investment MF LP Agreement. See "Pro Forma Description of Investment MF LP—Investment MF LP Units".

Expenses of the Fund

The aggregate fees and expenses expected to be incurred by the Fund in connection with the Reorganization are estimated to be approximately US$600,000, including legal, financial

advisory, accounting, filing and printing costs, the costs of preparing and mailing this Information Circular and fees in respect of the Fairness Opinion.

RISK FACTORS

If the Reorganization Resolution is approved at the Meeting and the Reorganization is implemented, following the Effective Time, Unitholders will hold Investment MF LP Units. Accordingly, each such Unitholder will become a unitholder of Investment MF LP and will be subject to all of the risks affecting the business of Investment MF LP, which are many of the same risks currently affecting the business of the Fund. Those risks include the risk factors set forth in the Annual Management's Discussion and Analysis of Investment MF LP. Additional risk factors relating to the Reorganization are set out below. For a discussion of the risk factors relating to the business of Investment MF LP following the completion of the Reorganization, please see "Risk and Uncertainties" in the Annual Management's Discussion and Analysis of Investment MF LP attached as Appendix "C" to this Information Circular.

Risks Related to the Reorganization

Unitholders should carefully consider the following risks related to the Reorganization in evaluating whether to approve the Reorganization Resolution. Additional risks and uncertainties, including those currently unknown to or considered immaterial by the Fund may also adversely affect the Reorganization. The following risk factors are not a definitive list of all risk factors associated with the Reorganization.

The Reorganization is subject to satisfaction or waiver of several conditions

The completion of the Reorganization is subject to a number of conditions precedent, certain of which are outside the control of the Fund, including receipt of Unitholder Approval of the Reorganization Resolution. There can be no certainty, nor can the Fund provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied, or whether these conditions will be waived. If the Reorganization is not completed, the current market price of the Units may decline to the extent that the market price reflects a market assumption that the Reorganization will be completed.

Requirement that a simple majority of the votes attached to Units voted by Disinterested Unitholders and at least 66% of votes cast by Unitholders be cast in favour of the Reorganization Resolution

Since the Reorganization constitutes (i) a "business combination" under MI 61-101, and (ii) a "reviewable disposition" under TSX-V Policy 5.3, to be effective, the Reorganization Resolution must be approved by a simple majority of the votes cast by Disinterested Unitholders virtually or represented by proxy at the Meeting, voting as a single class. This approval is in addition to the requirement that the Reorganization Resolution be approved by at least 66% of the votes cast by Unitholders present virtually or represented by proxy at the Meeting, voting as a single class. There can be no certainty, nor can the Fund provide any assurance, that the requisite Unitholder Approval of the Reorganization Resolution will be obtained. If such approval is not obtained and the Reorganization is not completed, the market price of the Units may decline.

Receipt of TSX-V Approval

The completion of the Reorganization is subject to the condition that, among other things, the Investment MF LP Class A Units and, if applicable, Investment MF LP Class U Units will have been approved for listing on the TSX-V. Receipt of such approval is beyond the control of the Fund and there can be no assurance that TSX-V will approve the listing of the Investment MF LP Class A Units and, if applicable, Investment MF LP Class U Units. If such approval is not obtained, the Reorganization may not proceed.

The Fund's compliance with certain interim operating covenants it has agreed to with Starlight Group

Pursuant to the Reorganization Agreement, the Fund has agreed to certain interim operating covenants intended to ensure that the Fund and the Investment SF LP Entities carry on business in the ordinary course consistent with past practice, except as required or expressly authorized by the Reorganization Agreement. These operating covenants cover a broad range of activities and business practices. Consequently, it is possible that a business opportunity will arise that is out of the ordinary course or is not consistent with past practices, and that the Fund will not be able to pursue or undertake the opportunity due to its covenants in the Reorganization Agreement.

Termination of the Reorganization Agreement

The Fund and Starlight Group have the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions precedent, to terminate the Reorganization Agreement. Accordingly, there can be no certainty, nor can the Fund provide any assurance, that the Reorganization Agreement will not be terminated by either of the Fund or Starlight Group prior to the completion of the Reorganization.

Fees, costs and expenses of the Reorganization not recoverable

The Fund will not receive any reimbursement for most of the fees, costs and expenses incurred in connection with the Reorganization. Such fees, costs and expenses include, without limitation, legal fees, financial advisor fees, depositary fees and printing and mailing costs, which will be payable whether or not the Reorganization is completed and may cause harm to the financial condition of the Fund.

The Reorganization is a taxable transaction and may result in Tax payable by Unitholders

The Reorganization will result in a taxable disposition of Units to taxable Canadian Unitholders for proceeds of disposition equal to the fair market value of the Investment MF LP Units received on the Liquidating Distribution. Taxable Canadian Unitholders who hold their Units as capital property will realize a capital gain to the extent that the fair market value of the Investment MF LP Units received exceeds their adjusted cost base in their Units of the Fund immediately before the Liquidating Distribution, and will be subject to tax under the Tax Act on the taxable portion of such gain. See "Certain Canadian Federal Income Tax Considerations—Tax Consequences of the Reorganization". The Reorganization steps do not include any distribution of cash to fund tax liabilities associated with any gain recognized on the Reorganization.

A taxable Canadian Unitholder who holds their Units as capital property and whose adjusted cost base of their Units exceeds the fair market value of the Investment MF LP Units received by such Unitholder on the Liquidating Distribution will generally realize a capital loss on the disposition of their Units in the Reorganization. No assurances can be given that the CRA (or another applicable taxing authority) will not seek to challenge the availability of the allowable portion of such capital losses to shelter taxable capital gains realized by a Unitholder in the taxation year in which the Reorganization occurs or another taxation year, including through the application of the general anti-avoidance rule in section 245 of the Tax Act. A Unitholder for whom the application of allowable capital losses realized on the Reorganization against taxable capital gains in a particular taxation year is denied may be subject to adverse tax consequences from such denial, including interest and penalties if applicable. Taxable Canadian Unitholders who expect to realize a capital loss on the disposition of their Units in the Reorganization are strongly encourage to consult their own tax advisors in this regard.

The Reorganization will also be a taxable transaction for U.S. federal income tax purposes for Unitholders of the Fund, but is not expected to result in any U.S. tax being payable by the Fund's subsidiaries, including Investment MF LP.

Unitholders are advised to consult with their own tax advisors to determine the tax consequences of the Reorganization to them. See "Certain Canadian Federal Income Tax Considerations" and "Certain U.S. Federal Income Tax Considerations".

Possible Failure to Realize Expected Benefits of the Reorganization

The Reorganization involves risks that could materially and adversely affect the Fund's business plan, including the failure of the Reorganization to realize the results the Fund expects. If the Reorganization fails to realize the results that the Fund expects, the Reorganization could materially and adversely affect the Fund's business plan and could have a material adverse effect on the Fund and its financial results, and the market price of the Investment MF LP Class A Units and, if applicable, Investment MF LP Class U Units may decline.

Use of Fairness Opinion

The Fairness Opinion is directed only to the fairness, from a financial point of view, of the Reorganization to the Unitholders (other than the Interested Unitholders). The Fairness Opinion does not address the relative merits of the Reorganization as compared to other business strategies or transactions that might be available to the Fund or the underlying business decision of the Fund to effect the Reorganization. The Fairness Opinion does not constitute a recommendation by Evans & Evans to any Unitholder as to how such Unitholder should vote or act with respect to any matters relating to the Reorganization.

Use of Property Appraisals

Caution should be exercised in the evaluation and use of the Appraisals. A property appraisal is an estimate of market value applying the appropriate judgment. It is not a precise measure of value but is based on a subjective comparison of related activity taking place in the real estate market. The Appraisals are based on various assumptions of future expectations, and while the appraisers' internal forecasts for the applicable properties are considered to be reasonable at the current time, some of the assumptions may not materialize or may differ materially from actual experience in the future.

Another Attractive Asset Sale, Take-Over, Merger or Business Combination May Not be Available

If the Reorganization is not completed, there can be no assurance that the Fund will be able to find a party or parties willing to purchase or transact on the Properties, or willing to proceed at all with a similar transaction or any alternative transaction prior to the expiry of the Fund.

Risks Related to Investment MF LP Post-Reorganization

No redemption rights in Investment MF LP

Unlike the Fund, Investment MF LP will not be required to redeem Investment MF LP Units at any time. There is currently no market through which the Investment MF LP Units may be sold, and such a market may not develop, and Unitholders may not be able to resell Investment MF LP Units acquired pursuant to the Reorganization. This may affect the pricing and liquidity of the Investment MF LP Units in the secondary market, the transparency and availability of trading prices, and the extent of issuer regulation. Instead, Unitholders seeking liquidity prior to a liquidation of Investment MF LP will need to sell their Investment MF LP Units over the facilities of the TSX-V.

Completion of the Reorganization is conditional upon the Investment MF LP Class A Units and Investment MF LP Class U Units (if applicable) being approved for listing on the TSX-V. As at the date of this Information Circular, Investment MF LP does not have any of its securities listed or quoted and has not applied to list or quote any of its securities on the TSX-V, the Toronto Stock Exchange, Cboe Canada Inc., a U.S. marketplace, or any other marketplace within or outside Canada and the U.S. Listing of the Investment MF LP Class A Units and Investment MF LP Class U Units (if applicable) will be subject to Investment MF LP fulfilling all of the requirements of the TSX-V. See "Risk Factors—Risks Related to the Reorganization—Receipt of TSX-V Approval".

The business of Investment MF LP following completion of the Reorganization will be subject to many of the same risks currently affecting the business of the Fund.

For a discussion of the business of the Fund together with risk factors to consider in connection with that business, see "Risk and Uncertainties" in Annual Management's Discussion and Analysis of Investment MF LP attached as Appendix "C" to this Information Circular.

The pro forma financial information is presented for illustrative purposes only and may not be an indication of Investment MF LP's financial condition or results of operations upon completion of the Reorganization

The pro forma financial statements contained in this Information Circular are presented for illustrative purposes only and may not be an indication of Investment MF LP's financial condition or results of operations upon completion of the Reorganization for several reasons. For example, the combined pro forma financial statements have been derived from the historical financial statements of the Fund and do not represent a financial forecast or projection and certain assumptions have been made. Such assumptions may not prove to be accurate. For example, certain fund and trust expenses were adjusted to estimate the amount of fund and trust expenses to be incurred by Investment MF LP. Moreover, the pro forma financial statements do not reflect Reorganization-related costs that are expected to be incurred by Investment MF LP in connection with the Reorganization. In addition, the assumptions used in preparing the pro forma financial

information may not prove to be accurate, and other factors may affect Investment MF LP's post-Reorganization financial condition or results of operations.

See the unaudited pro forma financial statements of Investment MF LP attached as Appendix "E" to this Information Circular.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

In considering the Reorganization and the unanimous recommendations of the Board of Trustees and the Special Committee with respect to the Reorganization (with Mr. Drimmer declaring his interest, recusing himself from the discussion and refraining from voting on the matter), Unitholders should be aware that certain executive officers and members of the Board of Trustees have certain interests in connection with the Reorganization or may receive benefits that may differ from, or be in addition to, the interests of Unitholders generally, which may present them with actual or potential conflicts of interest in connection with the Reorganization. These interests and benefits are described below.

Starlight Group, a corporation which is wholly-owned by Mr. Drimmer, who is an officer and trustee of the Fund, together with Evan Kirsh and Martin Liddell, who are officers of the Fund, each have direct or indirect interests in the "Carried Interest" in the Fund.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed herein and elsewhere in this Information Circular, no informed person or any associate or affiliate of any informed person has any material interest, direct or indirect, in any transaction since the commencement of the Fund's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Fund or any of its Subsidiaries.

PRO FORMA DESCRIPTION THE A&R MANAGEMENT AGREEMENT

If the Reorganization Resolution is approved at the Meeting and the Reorganization is implemented, following the Effective Time, the management agreement dated November 3, 2021 among the Fund, the Manager and the U.S. REITs will be amended and restated to (i) reflect the replacement of the Fund with Investment MF LP, and (ii) removing U.S. SF REIT as a party. The following is a summary of certain material provisions of the A&R Management Agreement to be entered into in accordance with the Reorganization Agreement if the Reorganization Resolution is approved. This summary does not purport to be complete and reference should be made to the Management Agreement itself, a copy of which will be available from Investment MF LP following the Effective Time and will be available at www.sedarplus.ca.

Pursuant to the terms of an amended and restated management agreement to be entered into among Investment MF LP, the U.S. MF REIT and the Manager (the "A&R Management Agreement"), the Manager will be appointed as the sole and exclusive manager of the affairs of Investment MF LP. The Manager will provide Investment MF LP and the U.S. MF REIT with the strategic, advisory, asset management, administrative, leasing, construction management and administrative services necessary to manage the day-to-day operations of Investment MF LP and the Properties. In carrying out its obligations under the A&R Management Agreement, the Manager will be required to exercise its powers and discharge its duties diligently, honestly, in good faith and in the best interests of Investment MF LP, including exercising the standard of care, diligence and skill that a reasonably prudent person would exercise in similar circumstances.

The services to be provided by the Manager under the terms of the A&R Management Agreement include, without limitation: (i) liaising with legal and tax counsel, (ii) identifying Properties for acquisition, (iii) maintaining ongoing relationships with the lenders in respect of the Mortgage Loans (if any) for the Properties, (iv) conducting continuous analysis of market conditions to monitor the U.S. MF REIT's investment in the Properties, (v) advising Investment MF LP and/or the U.S. MF REIT with respect to the disposition of the Properties, (vi) providing investor communication and reporting services to Investment MF LP, and (vii) doing all such other acts or things and entering into agreements or documents on behalf of Investment MF LP and/or the U.S. MF REIT to seek to achieve the investment objectives of Investment MF LP.

Notwithstanding the above, it may at times be prudent for the Manager to delegate certain of its responsibilities under the A&R Management Agreement to third party providers. In the event the Manager was to outsource any of its obligations under the A&R Management Agreement, such delegation will be done at the expense of the Manager and will not relieve the Manager of its obligations under the A&R Management Agreement.

The personnel engaged by the Manager will not be employees of Investment MF LP. The Manager will provide such administrative, executive and management personnel as may be reasonably necessary to perform its obligations by using its own employees and consultants and will therefore be responsible for all matters with respect to such employees and consultants. Pursuant to the terms of the A&R Management Agreement, the Manager will bear all costs and expenses incurred by the Manager in connection with all salaries, employee expenses, consulting arrangements, office rent and equipment, and other expenses customarily considered to be overhead expenses. The Investment MF LP and the U.S. MF REIT will be responsible for reimbursing the Manager for all travel expenses related to performance of the Manager's obligations under the A&R Management Agreement. The Manager will provide the services of each of Mr. Drimmer, as Chief Executive Officer, Mr. Kirsh, as President, and Mr. Liddell, as Chief Financial Officer.

The term of the A&R Management Agreement will continue, subject to earlier termination in certain circumstances, until the winding-up or dissolution of Investment MF LP. The A&R Management Agreement can be terminated early in certain circumstances, including (i) upon the dissolution, liquidation, bankruptcy, insolvency or winding-up of the Manager, and (ii) in the event that Mr. Drimmer is no longer associated with the Manager.

The A&R Management Agreement will contain indemnification provisions whereby Investment MF LP will indemnify the Manager against any loss, expense, damage or injury suffered in the scope of its authority under the A&R Management Agreement, provided the same does not result from wilful misconduct, bad faith, gross negligence or breach of the Manager's standard of care owed under the A&R Management Agreement. In addition, under the A&R Management Agreement, the Manager will indemnify Investment MF LP against any loss, expense, damage or injury suffered as a result of the Manager's wilful misconduct, bad faith, gross negligence or breach of its standard of care owed under the A&R Management Agreement.

For its services, the Manager will be paid the following fees:

(a) In consideration for providing management services, Investment MF LP and the U.S. MF REIT will pay the Manager an aggregate base annual management fee (the "Asset Management Fee") calculated and payable on a monthly basis in arrears in cash on the first day of each month equal to $0.35\%$ of Gross Asset Value

(or 0.25% of Gross Asset Value to the extent the former holder of Class I Units continues to hold Investment MF LP Class A Units).

(b) In consideration for providing financing and other services in connection with the acquisition of the Properties, U.S. MF REIT will pay the Manager an acquisition fee (the “Acquisition Fee”) equal to 1.00% of the purchase price paid by the U.S. MF REIT for the purchase of a multi-family Property after the Effective Date. Such Acquisition Fee shall be paid in full upon the completion of the purchase of each such Property.

(c) In the event the Manager or any of its Affiliates is required by the lenders to provide a financing guarantee in connection with an amount borrowed by Investment MF LP or its subsidiaries relating to a Property, Investment MF LP and the U.S. MF REIT will, in consideration for providing such guarantee, pay the Manager, in the aggregate, an annual amount equal to 0.15% of the then-outstanding amount of such guaranteed funds borrowed by Investment MF LP and its Subsidiaries, which Guarantee Fee shall be calculated and payable to the Manager or its appointee on a monthly basis in arrears in cash on the last day of each month during the term of the A&R Management Agreement.

(d) The Manager expects the third party property managers of the Properties to undertake capital improvements (including supervising repairs, alterations renovations and construction in connection with an acquired Property). For multi-family capital projects that are over US$25,000 in the aggregate, U.S. MF REIT or Investment MF LP will pay such third party property managers a Capital Project Management Fee in an amount equal to 5% of the total cost of said capital improvements; provided the Manager may, in its discretion, undertake, directly or through other third parties, the capital expenditures and receive the Capital Project Management Fee.

INTERESTS OF EXPERTS

Certain legal matters in connection with the Reorganization will be passed upon by Blake, Cassels & Graydon LLP, on behalf of Fund. As at the date of this Information Circular, partners and associates of Blake, Cassels & Graydon LLP, as a group, beneficially owned, directly or indirectly, less than 1% of the outstanding securities of the Fund, its associates or its affiliates and no interests in property of any of the Fund, its associates or its affiliates.

KPMG LLP, U.S. tax advisor to the Fund, has prepared the summary of principal U.S. federal income tax considerations set out under the heading “Certain U.S. Federal Income Tax Considerations” in this Information Circular.

BDO Canada LLP has prepared its audit report in respect of the Fund which is referenced in this Information Circular and the annual financial statements of Investment MF LP attached hereto as Appendix “A”. BDO Canada LLP has confirmed that they are independent of the Fund and Investment MF LP within the meaning of the Chartered Professional Accountants of Ontario CPA Code of Professional Conduct.

OTHER BUSINESS

Management of the Fund knows of no matters to come before the Meeting other than those referred to in the Notice of Meeting for the Fund. However, if any other matters shall properly come before the Meeting, it is the intention of the persons named in the Proxy to vote on such matters in accordance with their best judgment.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The auditor of the Fund and Investment MF LP is BDO Canada LLP, at its office located at 222 Bay St., Suite 2200, Toronto, Ontario M5J 2W4.

The transfer agent and registrar for the Fund is TSX Trust Company at its principal office located at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1. If the Reorganization Resolution is approved and the Reorganization is implemented, the transfer agent and registrar for Investment MF LP will be TSX Trust Company at its principal office located at 100 Adelaide Street West, Suite 301, Toronto, Ontario M5H 4H1.

ADDITIONAL INFORMATION

Financial information is provided in the Fund's comparative annual financial statements and management's discussion and analysis for the year ended December 31, 2024. Copies of the Fund's financial statements for the year ended December 31, 2024, together with the auditors' report thereon and the accompanying management's discussion and analysis, the interim financials of the Fund and accompanying management's discussion and analysis for periods subsequent to the end of the Fund's last fiscal year, this Information Circular and additional information relating to the Fund are available to the public free of charge under the Fund's issuer profile on SEDAR+ at www.sedarplus.ca, the Fund's website at https://www.starlightinvest.com or upon request without charge to the Fund's head office located at 3280 Bloor Street West, Suite 1400, Centre Tower, Toronto, Ontario M8X 2X3, Attention: Miriam Levin, Executive Vice President, General Counsel (telephone: (416) 234-8444).

GLOSSARY OF TERMS

In this Information Circular, the following capitalized terms shall have the following meanings, in addition to other terms defined elsewhere in this Information Circular.

"A&R Investment MF LP Agreement" means the amended and restated limited partnership agreement of Investment MF LP to be entered into pursuant to the Reorganization, having the terms set out in Exhibit 1 to the Reorganization Agreement as further described under the heading "Pro Forma Description of Investment MF LP—Investment MF LP Units";

"affiliate" means an "affiliate" as defined under National Instrument 45-106 - Prospectus Exemptions of the Canadian Securities Administrators, as replaced or amended from time to time;

"affiliated entities" means an affiliated entity as defined under MI 61-101, as replaced or amended from time to time;

"Aggregate Class A Interest" means the quotient, expressed as a percentage, equal to (i) the aggregate net asset value of all Investment MF LP Class A Units at the time of completion of the Reorganization, divided by the aggregate net asset value of all Investment MF LP Units at that time;

"Aggregate Class U Interest" means the quotient, expressed as a percentage, equal to (i) the aggregate net asset value of all Investment MF LP Class U Units at the time of completion of the Reorganization, divided by the aggregate net asset value of all Investment MF LP Units at that time;

"allowable capital loss" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations—Taxation of Capital Gains and Losses";

"Appraisals" has the meaning set out under the heading "Background to the Reorganization—Appraisals";

"Appraiser" means Qval Property Advisors, LLC;

"at-risk rules" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations—Taxation of Investment MF LP Unitholders—Taxation of the Partnerships";

"Board of Trustees" means the board of Trustees of the Fund;

"Business Day" means any day of the year, other than a Saturday, Sunday, any day on which major banks are closed for business in Toronto, Ontario or Montreal, Quebec or any day that is a federal holiday in the U.S.;

"Canadian Dollar Units" means the Class A Units, Class C Units, Class D Units, Class F Units, and Class I Units;

"Capital Project Management Fee" means a fee, equal to (i) 5% of the total costs of the capital expenditure programs that are over US$25,000 in the aggregate at each multi-family Property, plus applicable taxes, paid by U.S. MF REIT or Investment MF LP to either (A) third party property managers, or (B) at its discretion, should it choose to undertake the capital improvements itself,

the Manager, in consideration for the oversight of and/or performance of the capital improvements at such Property;

"Carried Interest" means the "Aggregate Holding LPs General Partner Distribution", as defined in the Holding MF LP Agreement;

"Cash Flow" means, for any Distribution Period: (a) the sum of all cash amounts received by Investment MF LP for or in respect of such Distribution Period, including amounts received as a limited partner holding Holding MF LP Units pursuant to the terms of the Holding MF LP Agreement and all other income, interest, distributions, dividends, proceeds from the investment in Holding MF LP Units (other than by way of security interest), returns of capital and repayments of indebtedness, as well as all amounts received by Investment MF LP in any prior Distribution Period to the extent not previously distributed; less (b) all costs and expenses of Investment MF LP that, in the opinion of the Investment MF LP Board, may reasonably be considered to have accrued and become owing in respect of, or which relate to, such Distribution Period or a prior Distribution Period if not accrued in such prior period; less (c) without duplication, any interest expense incurred by Investment MF LP between distributions, provided that any funds borrowed by Investment MF LP will not be included in the calculations of Cash Flow in respect of any Distribution Period;

"CDS" means CDS Clearing and Depository Services Inc.;

"Charter" means the charter of U.S. MF REIT;

"Class I Asset Management Fee Reduction Amount" has the meaning set out in the Declaration of Trust;

"Class A Units" means the trust units of the Fund, designated as "Class A Units";

"Class C Units" means the trust units of the Fund, designated as "Class C Units";

"Class D Units" means the trust units of the Fund, designated as "Class D Units";

"Class E Units" means the trust units of the Fund, designated as "Class E Units";

"Class F Units" means the trust units of the Fund, designated as "Class F Units";

"Class G Units" means the trust units of the Fund, designated as "Class G Units";

"Class I Units" means the trust units of the Fund, designated as "Class I Units";

"Class U Units" means the trust units of the Fund, designated as "Class U Units";

"Class X Units" means the trust units of the Fund to be created in accordance with Section 2.1(1)(c) of the Reorganization Agreement and to be designated as "Class X Units";

"Code" means the United States Internal Revenue Code of 1986, as amended from time to time;

"Cost Approach" has the meaning set out under the heading "Background to the Reorganization—Appraisals—Appraisal Methodology";

"CRA" means Canada Revenue Agency;

"Declaration of Trust" means the amended and restated declaration of trust of the Fund dated as of October 28, 2021, as it may be amended;

"Direct Relation Exception" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations—Taxation of Investment MF LP Unitholders—Taxation of the Partnerships";

"Disinterested Unitholders" means all of the Unitholders, excluding the Interested Unitholders;

"Disposition" means the direct or indirect sale, assignment or other transfer, when completed, of a Property, in whole or in part, and includes any sale, assignment or other transfer to the Manager or to any Person with an ownership interest in the Manager or to any Person in respect of which the Manager or any such Person has an ownership or financial interest provided that the Manager has disclosed such interest to the Fund in writing prior to the commencement of the negotiation of the sale price for such Disposition. "Disposition" does not include any sale, assignment or other transfer to any Subsidiary of the Fund;

"Distributable Cash Flow" means, for any Distribution Period, an amount equal to the Cash Flow for such Distribution Period, less any amount Investment MF GP may reasonably consider to be necessary to provide for the payment of any costs or expenses, including any tax liability of Investment MF LP, that have been or are reasonably expected to be incurred in the activities and operations of Investment MF LP (to the extent that such costs or expenses have not otherwise been taken into account in the calculation of the Cash Flow) and less such reserves or amounts as are, in the opinion of Investment MF GP, necessary or desirable;

"Distributable Cash Flow Balance" means the balance of the Distributable Cash Flow remaining following payment of Investment MF GP's 0.01% of Distributable Cash Flow;

"Distribution Period" means each month of each calendar year or such other period as determined by Investment MF GP;

"DPSP" means a "deferred profit sharing plan" as defined in the Tax Act;

"Effective Date" means the date upon which the Reorganization occurs, being the fifth Business Day after the satisfaction or waiver of the conditions set out in Article 5 of the Reorganization Agreement (excluding those conditions which by their terms are to be satisfied on the Effective Date but subject to the satisfaction or waiver of any such condition);

"Effective Time" means 7:30 a.m. (Toronto time) on the Effective Date, or such other time as the parties to the Reorganization Agreement may agree;

"Employee Exception" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations—Taxation of Investment MF LP Unitholders—Taxation of the Partnerships";

"Entity" means any one of the Fund, Investment MF LP, Holding MF LP or U.S. MF REIT and "Entities" means two or more of them;

"Evans & Evans" means Evans & Evans, Inc.;

"Fairness Opinion" means the opinion of Evans & Evans to the effect that, as of the date of such opinion and based upon and subject to the limitations, qualifications, assumptions and other matters set out therein, the Reorganization is fair, from a financial point of view, to the Unitholders (other than the Interested Unitholders);

"FAPL" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations—Tax Consequences of the Reorganization—Consequences to the Fund";

"FAPI" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations—Taxation of Investment MF LP Unitholders—Taxation of the Partnerships";

"FHSAs" means "first home savings account" as defined in the Tax Act;

"foreign tax credit" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations—Taxation of Unitholders—Foreign Tax Credits and Deductions";

"foreign tax deduction" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations—Taxation of Unitholders—Foreign Tax Credits and Deductions";

"FTC Generator Rules" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations—Taxation of Unitholders—Foreign Tax Credits and Deductions";

"Fund" means Starlight U.S. Residential Fund, a "closed-end fund" established pursuant to the laws of the Province of Ontario on September 23, 2021 pursuant to the initial declaration of trust of the Fund, and, where the context requires, includes its Subsidiaries;

"Fund Entities" means, collectively, the Fund and each of its Subsidiaries and "Fund Entity" means any one of them;

"Fund Partnerships" means all of the subsidiary partnerships of the Fund, including Investment MF LP, Holding MF LP, Investment SF LP and Holding SF LP;

"Fund Partnerships Agreements" means, collectively, the limited partnership agreements governing each of the Fund Partnerships;

"Governmental Entity" means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange;

"Gross Asset Value" means the sum of: (i) the historical purchase price of the Properties in U.S. dollars paid or deemed paid by the Investment MF LP, and (ii) the cost, in U.S. dollars, of any capital expenditures in respect of the Properties since the date of their indirect acquisition by the Investment MF LP;

"Holder" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations";

"Holding GP" means Starlight U.S. Residential Holding (GP) L.P., a limited partnership that was established on September 30, 2021 under the laws of Delaware, and the general partner of each of the Holding LPs;

"Holding LPs" means, collectively, the Holding MF LP and Holding SF LP;

"Holding MF LP Units" means the limited partnership units of the Holding MF LP;

"Holding SF LP Units" means the limited partnership units of the Holding SF LP;

"Holding MF LP Agreement" means the agreement establishing the Holding MF LP dated September 30, 2021, as it may be amended and restated from time to time, between the Investment MF LP and the Holding GP and all persons who become holders of Holding MF LP Units as provided therein;

"Holding MF LP" means Starlight U.S. Residential (Multi-Family) Holding L.P., a limited partnership that was established on September 30, 2021 by the Investment MF LP and the Holding GP under the laws of Delaware and pursuant to the Holding MF LP Agreement;

"Holding SF LP Agreement" means the agreement establishing the Holding SF LP dated September 30, 2021, as it may be amended and restated from time to time, between the Investment SF LP and the Holding GP and all persons who become holders of Holding SF LP Units as provided therein;

"Holding SF LP" means Starlight U.S. Residential (Single-Family) Holding L.P., a limited partnership that was established on September 30, 2021 by the Investment SF LP and the Holding GP under the laws of Delaware and pursuant to the Holding SF LP Agreement;

"Implementation" means the completion of the Reorganization pursuant to the Reorganization Agreement at the Effective Time;

"Income Capitalization Approach" has the meaning set out under the heading "Background to the Reorganization—Appraisals—Appraisal Methodology";

"Information Circular" means this management information circular dated November 6, 2025, together with all appendices hereto, distributed by the Fund in connection with the Meeting;

"Interested Unitholders" means collectively, Messrs. Drimmer, Kirsh, Liddell, the holder of Class I Units, and certain directors and senior officers of Starlight Group, and their respective affiliated entities;

"Intermediary" has the meaning set out under the heading "General Proxy Matters—Non-Registered Holders";

"Investment LP Class A Units" means the Class A limited partnership units of the Investment LPs;

"Investment LP Class B Units" means the Class B limited partnership units of the Investment LPs;

"Investment LPs Units" means collectively, the Investment LP Class A Units and the Investment LP Class B Units of the Investment LPs;

"Investment LPs" means, collectively, the Investment MF LP and Investment SF LP and "Investment LP" means any one of them;

"Investment MF GP" means Starlight U.S. Residential (Multi-Family) Investment GP, Inc., a corporation that was incorporated under the laws of the Province of Ontario on September 24, 2021, and the general partner of the Investment MF LP;

"Investment MF LP Agreement" means the agreement establishing Investment MF Holdings LP dated September 24, 2021, as it may be amended and restated from time to time, between Starlight Group and Investment MF GP and all persons who become holders of Investment LPs Units as provided therein;

"Investment MF LP Class A Units" means the Class A limited partnership units of Investment MF LP;

"Investment MF LP Class B Units" means the Class B limited partnership units of Investment MF LP;

"Investment MF LP Class U Units" means the Class U limited partnership units of Investment MF LP;

"Investment MF LP Term" means the term of Investment MF LP, which is targeted to expire on November 15, 2029;

"Investment MF LP Unitholder" means a holder of Investment MF LP Units;

"Investment MF LP Units" means the Investment MF LP Class A Units and, if applicable, the Investment MF LP Class U Units;

"Investment MF LP Board" means the board of directors of Investment MF GP;

"Investment MF LP Directors" means the directors of the Investment MF GP;

"Investment MF LP Property" means all of the property and assets of Investment MF LP;

"Investment MF LP" means Starlight U.S. Residential (Multi-Family) Investment LP, a limited partnership that was established on September 24, 2021 by Starlight Group and Investment MF GP pursuant to the laws of the Province of Ontario and pursuant to the Investment MF LP Agreement;

"Investment SF GP" means Starlight U.S. Residential (Single-Family) Investment GP, Inc., a corporation that was incorporated under the laws of the Province of Ontario on September 24, 2021, and the general partner of the Investment SF LP;

"Investment SF GP Shares" means all of the issued and outstanding shares of Investment SF GP;

"Investment SF LP" means Starlight U.S. Residential (Single-Family) Investment LP, a limited partnership that was established on September 24, 2021 by Starlight Group and Investment SF

GP pursuant to the laws of the Province of Ontario and pursuant to the Investment SF LP Agreement;

"Investment SF LP Agreement" means the agreement establishing Investment SF Holdings LP dated September 24, 2021, as it may be amended and restated from time to time, between Starlight Group and Investment SF GP and all persons who become holders of Investment LPs Units as provided therein;

"Investment SF LP Units" means the Investment SF LP Class A Units and the Investment SF LP Class B Units;

"Investment SF LP Class A Units" means the Class A limited partnership units of Investment SF LP;

"Investment SF LP Class B Units" means the Class B limited partnership units of Investment SF LP;

"Investment SF LP Entities" means, collectively, Investment SF LP, each of its Subsidiaries, and to the extent the Buda Mezz Lender Consent is obtained, Buda Mezz LLC and each of its Subsidiaries and "Investment SF LP Entity" means any one of them;

"Law" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise;

"Liquidating Distribution" has the meaning set out under "The Reorganization—Reorganization Mechanics";

"LLC Interests" has the meaning set out under the heading "The Reorganization—Reorganization Mechanics";

"Lower Tier Partnership" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations";

"Manager" means Starlight Investments US AM Group LP, the asset manager of the Fund;

"Meeting" means the special meeting of Unitholders, including any adjournment or postponement thereof in accordance with the terms of the Reorganization Agreement, to be called and held in a virtual format in accordance with the Declaration of Trust and Law to consider the Reorganization Resolution;

"MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Reorganizations;

"Mortgage Loans" means one or more mortgages, charges, pledges, hypothecs, liens, security interests or other encumbrances of any kind or nature whatsoever of the Properties, to be granted by U.S. MF REIT (or, if a Property is held by a Subsidiary or nominee entity on behalf of U.S. MF

REIT, by such entity) to one or more lenders, the proceeds of which will be used to finance the purchase, ownership and leasing of such Property;

"New Holding MF GP" has the meaning set out under the heading "The Reorganization—Reorganization Mechanics";

"Non-Registered Holder" means a beneficial owner of Units that are registered either in the name of an Intermediary or in the name of a depository;

"Non-U.S. Unitholder" has the meaning set out under the heading "Certain U.S. Federal Income Tax Considerations—"Non-U.S. Unitholders" Defined";

"Notice of Meeting" means the notice of special meeting of the Unitholders dated November 6, 2025 and delivered to Unitholders with this Information Circular;

"Opinion Engagement Agreement" has the meaning set out under the heading "Summary—Evans & Evans, Inc. Fairness Opinion";

"Ordinary Resolution" means a resolution of the unitholders, limited partners or shareholders of an Entity, as the case may be, approved by not less than 50% of the votes cast by those persons who vote in person or by proxy at a duly convened meeting of the respective Entity, or a written resolution signed by the unitholders, limited partners or shareholders of an Entity, entitled, in the aggregate, to not less than 50% of the aggregate number of votes of those persons;

"Outside Date" means December 31, 2025 or such later date as may be agreed to in writing by the Parties;

"Parties" means, collectively, the Fund and Starlight Group, and "Party" means any one of them;

"Partnerships" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations";

"Person" includes any individual, partnership, limited liability company, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including any Governmental Entity), syndicate or other entity, whether or not having legal status;

"Plans" means RRSPs, RESPs, TFSAs, RRIFs, DPSPs, RDSPs, FHSAs and deferred profit-sharing plans (as defined in the Tax Act) and "Plan" means any of them;

"Properties" means (i) prior to the implementation of the Reorganization, the lands and premises located in the U.S. or interests therein purchased, owned and leased by the Fund or its affiliates and (ii) upon and following implementation of the Reorganization, the lands and premises located in the U.S. or interests therein purchased, owned and leased by Investment MF LP or its affiliates (which, for greater certainty, provided the Buda Mezz Lender Consent is obtained prior to the Effective Date and the sale of the LLC Interests to U.S. SF REIT is consummated, will not include the Sale Property), and "Property" means any one of the Properties;

"Proxy" means the form of proxy that accompanies this Information Circular;

"RDSPs" means "registered disability savings plans" as defined in the Tax Act;

"Record Date" means the record date to determine the entitlement of Unitholders to receive notice of, and to vote at, the Meeting, being the close of business (Toronto time) on November 6, 2025;

"Registered Unitholder" means a registered owner of Units;

"Reorganization" means, collectively, the transactions contemplated by the Reorganization Agreement;

"Reorganization Agreement" means the Reorganization Agreement made as of October 10, 2025 among the Fund and Starlight Group and any amendments thereto made in accordance with such Reorganization Agreement;

"Reorganization Record Date" means the record date for the distribution of Investment MF LP Units;

"Reorganization Resolution" means the special resolution approving the Reorganization, including the transactions contemplated by the Reorganization Agreement, to be considered at the Meeting and attached as Appendix "F" to this Information Circular;

"Required Lender Consents" means all consents and approvals, in form and substance acceptable to the Fund and Starlight Group, required from each of the current lenders to the Fund and its Subsidiaries in order for the Reorganization to not result in a breach or default under any current loan agreements to the Fund's Subsidiaries, excluding, for greater certainty, the Buda Mezz Lender Consent which shall not be a Required Lender Consent;

"Residual Assets" has the meaning set out under the heading "The Reorganization—Reorganization Mechanics";

"Residual Asset Transfer" has the meaning set out under the heading "The Reorganization—Reorganization Mechanics";

"Residual Liabilities" has the meaning set out under the heading "The Reorganization—Reorganization Mechanics";

"RESPs" means "registered education savings plans" as defined in the Tax Act;

"RRIFs" means "registered retirement income funds" as defined in the Tax Act;

"RRSPs" means "registered retirement savings plans" as defined in the Tax Act;

"Sale Property" means Emerson at Buda, being the Property previously indirectly held by Buda Mezz LLC;

"Sales Comparison Approach" has the meaning set out under the heading "Background to the Reorganization—Appraisals—Appraisal Methodology";

"SBT Rules" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations—Tax Consequences of the Reorganization—Consequences to the Fund";

"SEDAR+" means the System for Electronic Data Analysis and Retrieval Plus at www.sedarplus.ca;

"SIRP" means Starlight Investments Residential Partnership, a partnership existing under the laws of the Province of Ontario;

"Special Committee" means the Special Committee established by the Board of Trustees in connection with the transactions contemplated by the Reorganization Agreement;

"Special Resolution" means a resolution of the unitholders, limited partners or shareholders of an Entity, as the case may be, approved by not less than 66 2 /3% of the votes cast by those persons who vote in person or by proxy at a duly convened meeting of the respective Entity, or a written resolution signed by the unitholders, limited partners or shareholders of an Entity, entitled, in the aggregate, to not less than 662 /3% of the aggregate number of votes of those persons;

"Starlight Group" means Starlight Group Property Holdings Inc., a British Columbia corporation;

"Subscription Price" has the meaning set out under the heading "The Reorganization—Reorganization Mechanics";

"Subsidiary" means a Person that is controlled, directly or indirectly, by another Person, and includes a Subsidiary of that Subsidiary;

"Tax Act" means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended from time to time;

"Tax Proposals" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations";

"taxable capital gain" has the meaning set out under the heading "Certain Canadian Federal Income Tax Considerations—Taxation of Capital Gains and Losses";

"Taxes" means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, Indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party; in each case, whether disputed or not;

"TFSAs" means "tax-free savings accounts" as defined in the Tax Act;

"Transfer Agent" means TSX Trust Company;

"TSX-V" means the TSX Venture Exchange;

"TSX-V Policy 5.3" means TSX-V Policy 5.3 – Acquisition and Dispositions of Non-Cash Assets included in the TSX-V Corporate Financial Manual;

"U.S." means the United States of America;

"U.S. Dollar Units" means the Class U Units, Class E Units and Class G Units;

"U.S. GAAP" has the meaning set out under the heading "Management Information Circular—Information for U.S. Unitholders";

"U.S. MF REIT" means Starlight U.S. Residential (Multi-Family) REIT Inc., a corporation formed under the laws of Maryland;

"U.S. MF REIT Common Stock" means the common stock not having par value of the U.S. MF REIT;

"U.S. MF REIT Preferred Stock" means the shares classified as preferred stock with respect to the U.S. MF REIT;

"U.S. MF REIT Series A Preferred Stock" means the 12.0% Series A Cumulative Non-Voting Preferred Shares issued at US$1,000 per share, with a liquidation preference of US$1,000 per share, or up to US$125,000 in the aggregate, issued for the purpose of assisting U.S. MF REIT with classifying as a real estate investment trust for U.S. tax purposes;

"U.S. SF REIT" means Starlight U.S. Residential (Single-Family) REIT Inc., a corporation formed under the laws of Maryland;

"U.S. REITs" means, collectively, the U.S. MF REIT and the U.S. SF REIT;

"U.S. Treaty" means the Canada-United States Convention with Respect to Taxes on Income and on Capital;

"Unitholder Approval" means (i) at least 66⅔% the votes cast on such resolution by Unitholders present virtually or presented by proxy at the Meeting and (ii) a simple majority of the votes attached to the Units held by Unitholders present virtually or represented by proxy, voting as a single class, at the Meeting, excluding for this purpose votes cast by Unitholders that are required to be excluded pursuant to MI 61-101;

"Unitholders" means the Registered Unitholders and Non-Registered Holders, as the context requires;

"Units" means, collectively, the Class A Units, the Class C Units, the Class D Units, the Class E Units, the Class F Units, the Class G Units, the Class I Units and the Class U Units which for greater certainty excludes the Class X Units;

"USD Unitholders Resolution" means the ordinary resolution of the holders of U.S. Dollar Units approving the receipt of Investment MF LP Class A Units upon the winding up of the Fund conditional upon and pursuant to the Reorganization Resolution (failing which holders of the U.S.

Dollar Units will receive Investment MF LP Class U Units if the Reorganization is consummated), to be considered at the Meeting and attached as Appendix "G" to this Information Circular; and

"Voting Instruction Form" has the meaning set out under the heading "General Proxy Matters—Appointment of Proxies by Non-Registered Holders".

100

APPROVAL OF THE BOARD OF TRUSTEES

The contents and the sending of the Notice of Meeting and this Information Circular have been approved by the board of trustees of Fund, in their capacity as the trustees of the Fund.

DATED November 6, 2025,

By Order of the Board of Trustees of STARLIGHT U.S. RESIDENTIAL FUND

By: (signed) "Harry Rosenbaum"

Independent Trustee and Chair of the Special Committee

101

CONSENT OF EVANS & EVANS, INC.

TO: The Board of Trustees of Starlight U.S. Residential Fund (the “Board of Trustees”)

AND TO: The Special Committee of the Board of Trustees

We hereby consent to the references to our firm name and to the references to the fairness opinion of our firm dated October 10, 2025, contained under the headings “Background to the Reorganization—The Reorganization”, “Background to the Reorganization—Reasons for the Unanimous Recommendation of the Board of Trustees and the Special Committee”, “Background to the Reorganization—Evans & Evans Fairness Opinion”, and “Risk Factors—Risks Related to the Reorganization—Use of Fairness Opinion”, and to the inclusion of the full text of the foregoing fairness opinion as Appendix “H” to the management information circular of Starlight U.S. Residential Fund dated November 6, 2025. Our fairness opinion was given as at October 10, 2025 and remains subject to the assumptions, limitations, qualifications and other matters set forth therein. In providing such consent, we do not intend that any person other than the Special Committee of the Board of Trustees and the Board of Trustees shall be entitled to rely upon our opinion.

(Signed) “Evans & Evans, Inc.”

Toronto, Ontario

November 6, 2025

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APPENDIX “A”

ANNUAL FINANCIAL STATEMENTS – INVESTMENT MF LP

See attached.

Consolidated Financial Statements (In thousands of U.S. dollars)

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

For the year ended December 31, 2024 and December 31, 2023

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BDO
Tel: 416 865 0200
Fax: 416 865 0887
www.bdo.ca
BDO Canada LLP
222 Bay Street
Suite 2200, PO Box 131
Toronto, ON M5K 1H1 Canada

Independent Auditor’s Report

To the Partners of Starlight U.S. Residential (Multi-Family) Investment LP

Opinion

We have audited the consolidated financial statements of Starlight U.S. Residential (Multi-Family) Investment LP and its subsidiaries (the “LP”), which comprise the consolidated statements of financial position as at December 31, 2024 and December 31, 2023, and the consolidated statements of net loss and comprehensive loss, partners’ capital and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the LP as at December 31, 2024 and 2023, and their financial performance and their consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively IFRS Accounting Standards).

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audits of the Consolidated Financial statements section of our report. We are independent of the LP in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 2 in the consolidated financial statements, which indicates that the LP has several loans payable with contractual maturity dates within twelve months of December 31, 2024 which may not be able to be extended or otherwise refinanced. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the LP’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Information

Management is responsible for the other information. The other information comprises the information, other than the consolidated financial statements and our auditor’s report thereon, included in the Management’s Discussion and Analysis of Results of Operations and Financial Condition.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained the Management’s Discussion and Analysis of Results of Operations and Financial Condition prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.

BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the International BDO network of independent member firms.

BDO

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the LP's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the LP or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the LP's financial reporting process.

Auditor's Responsibilities for the Audits of the Consolidated Financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the LP's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the LP's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the LP to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

A-4

BDO

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

BDO Canada LLP

Chartered Professional Accountants, Licensed Public Accountants

Toronto, Ontario

November 13, 2025

A-5

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Consolidated Statement of Financial Position

As at December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars)

	Notes	December 31, 2024	December 31, 2023
ASSETS
Non-current assets:
Investment properties	5	$ 514,400	$ 556,400
Derivative financial instruments	6	1,488	3,294
Utility deposits		62	101
Total non-current assets		515,950	559,795
Current assets:
Resident and other receivables	7	483	587
Prepaid expenses and other assets	8	8	148
Restricted cash	9	7,426	5,127
Cash		2,080	705
Total current assets		9,997	6,567
TOTAL ASSETS		$ 525,947	$ 566,362
LIABILITIES
Non-current liabilities:
Loans payable	10	$ 369,191	$ 438,039
Preferred shares - U.S. REIT series A	11	125	125
Total non-current liabilities		369,316	438,164
Current liabilities:
Loans payable	10	89,663	—
Resident rental deposits		899	931
Finance costs payable		1,649	1,416
Accounts payable and accrued liabilities	12	5,406	3,511
Total current liabilities		97,617	5,858
TOTAL LIABILITIES		466,933	444,022
EQUITY
Attributable to Partners	13(a)	59,628	122,289
Attributable to non-controlling interests	14	(614)	51
TOTAL EQUITY		59,014	122,340
TOTAL LIABILITIES AND EQUITY		$ 525,947	$ 566,362

Commitments and contingencies (note 19).

Subsequent events (note 24).

See accompanying notes to the consolidated financial statements

Approved on behalf of Starlight U.S. Residential (Multi-Family) Investment (GP) Inc., as general partner of Starlight U.S. Residential (Multi-Family) Investment LP on November 13, 2025

Director

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Consolidated Statement of Loss and Comprehensive Loss

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars)

	Notes	December 31, 2024	December 31, 2023
Revenue from property operations		$ 40,051	$ 38,788
Expenses:
Property operating costs		(10,602)	(10,319)
Property taxes		(4,071)	(4,293)
Income from rental operations		25,378	24,176
Partnership expenses	15	(2,243)	(2,227)
Finance costs	16	(36,442)	(33,507)
Dividends to preferred shareholders - U.S. REIT series A	11	(16)	(27)
Fair value adjustment of investment properties	5	(45,725)	(95,530)
Loss before income taxes		(59,048)	(107,115)
Income tax expense:
Current		(63)	(139)
Net loss and comprehensive loss		$ (59,111)	$ (107,254)
Net loss and comprehensive loss attributable to:
Partners		(58,120)	(104,937)
Non-controlling interests	14	(991)	(2,317)
Net loss and comprehensive loss		$ (59,111)	$ (107,254)

See accompanying notes to the consolidated financial statements.

A-7
5

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Consolidated Statement of Partners' Capital

For the years ended December 31, 2024 and 2023

(In thousands of U.S. dollars)

Balance, January 1, 2024	$ 122,289
Changes during the year:
Distributions to the Partners	(4,542)
Net loss and comprehensive loss	(58,119)
Balance, December 31, 2024	$ 59,628
Balance, January 1, 2023	$ 204,360
Changes during the year:
Contributions from the Partners	22,865
Net loss and comprehensive loss	(104,936)
Balance, December 31, 2023	$ 122,289

See accompanying notes to the consolidated financial statements including note 13 for a description of the class B Units ("Class B LP Units") of Starlight U.S. Residential (Multi-Family) Investment LP (the "Investment LP").

A-8
6

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Consolidated Statement of Cash Flows

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars)

	Notes	December 31, 2024	December 31, 2023
Operating activities:
Net loss and comprehensive loss		$ (59,111)	$ (107,254)
Adjustments for financing activities included in net loss and comprehensive loss:
Finance costs	16	36,442	33,507
Dividends to preferred shareholders - U.S. REIT series A	11	16	27
Adjustments for items not involving cash:
Fair value adjustment of investment properties	5	45,725	95,530
Change in non-cash operating working capital	17(a)	2,173	487
Change in restricted cash	9	(2,300)	(1,567)
Cash provided by operating activities		22,945	20,730
Investing activities:
Capital additions to investment properties	5	(3,725)	(5,629)
Cash used in investing activities		(3,725)	(5,629)
Financing activities:
Loans payable:
Proceeds from new financing	10	18,277	—
Proceeds from refinancing	10	62,223	—
Repayments of existing loans payable	10	(62,614)	(18,000)
Draw downs on existing loans	10	3,236	3,065
Finance costs paid	17(b)	(34,736)	(27,226)
Contributions from non-controlling interests	14	327	194
Contribution from Partners	13(a)	—	22,865
Distributions to the Partners	13(a)	(4,542)	—
Dividends to preferred shareholders - U.S. REIT series A	11	(16)	(27)
Cash used in financing activities		(17,845)	(19,129)
Increase (decrease) in cash		1,375	(4,028)
Cash, beginning of year		705	4,733
Cash, end of year		$ 2,080	$ 705

See accompanying notes to the consolidated financial statements.

A-9
7

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

Nature of business

The Investment LP is a limited partnership, established under and governed by the laws of the Province of Ontario, pursuant to an amended and restated limited partnership agreement (the "LPA"). The Investment LP is owned by Starlight U.S. Residential Fund (the "Fund") and an entity ultimately controlled by Starlight Group Property Holdings Inc. ("Starlight Group") and a Trustee and Chief Executive Officer of the Fund, Daniel Drimmer (collectively, the "Partners").

The Investment LP was established for the primary purpose of directly or indirectly acquiring, owning and operating a portfolio primarily comprised of income-producing residential properties in the United States ("U.S.") residential real estate market that can achieve significant increases in rental rates as a result of undertaking high return, value-add capital expenditures and active asset management, that are located primarily in the States of Arizona, California, Colorado, Florida, Georgia, Idaho, Nevada, North Carolina, Oregon, South Carolina, Tennessee, Texas, Utah and Washington ("Primary Markets").

On November 15, 2021, the Investment LP had equity contributed by the Partners which included the Fund contributing a portion of the proceeds of its initial public offering (the "Offering") which was completed on the same day. The Offering, together with a concurrent private placement of class I trust units, for aggregate gross proceeds of $249,568 by issuing the following trust units of the Fund ("Units"): 3,422,689 class A Units; 3,430,000 class C Units (including 750,000 Class B Units assumed to be converted into class C Units for this purpose); 10,923,370 class D Units, 6,561,866 class F Units and 3,500,000 class I Units at a price of $10.00 Canadian dollars ("C$") per Unit and 699,990 class E Units; 801,485 class G Units and 1,188,200 class U Units, at a price of $10.00 per Unit. The class A and class U Units distributed under the Offering were listed on the TSX Venture Exchange under the symbols SURF.A and SURF.U, respectively. Class A, C, D, F, I and Class B LP Units are Canadian dollar denominated Units and class E, G and U are U.S. dollar denominated Units. Conversions can be made between certain classes of Units based on conversion ratios calculated consistent with the Declaration of Trust.

Following completion of the Offering, the Investment LP acquired three class "A" institutional quality multi-family properties comprising a total of 1,133 suites which include Bainbridge Sunlake ("Sunlake"), Indigo Apartments ("Indigo") and Lyric Apartments ("Lyric"), located in the States of Florida, North Carolina and Nevada, in the Tampa, Raleigh and Las Vegas metropolitan areas, respectively and subsequently acquired an additional multi-family property, Emerson at Buda ("Emerson"), located in Austin, Texas, a multi-family property ("Ventura") comprising 264 suites in Orlando, Florida and a 90% interest in a multi-family property comprising 272 suites in Phoenix, Arizona. The Investment LP's multi-family properties are collectively the "Properties".

The Investment LP and Fund are managed by Starlight Investments US AM Group LP (the "Manager") which is a wholly-owned subsidiary of Starlight Group Property Holdings Inc. ("Starlight Group") and a related party. As at December 31, 2024, the Investment LP's property portfolio consisted of interests in six Properties comprising 1,973 suites (December 31, 2023 - 1,973). Subsequent to December 31, 2024, the Investment LP completed the disposition of Lyric and Eight at East and transfer of ownership of Emerson, respectively (note 24).

Subsequent to December 31, 2024, Investment LP and the Fund announced a proposed reorganization transaction whereby the former owners of the Fund and the class B Limited Partnership interests in the Investment LP would become the new owners of Investment LP and its subsidiaries (note 24).

The registered office of the Investment LP is located at 3280 Bloor Street West, Centre Tower, Suite 1400, Toronto Ontario M8X 2X3.

A-10
8

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

2. Basis of presentation

(a) Statement of compliance:

These consolidated financial statements of the Investment LP and its subsidiaries have been prepared by management in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and using the accounting policies described herein.

(b) Basis of measurement and going concern:

These consolidated financial statements have been prepared on a historical cost basis except for investment properties and derivative instruments, which are measured at fair value. All intercompany transactions and balances between the Investment LP and the subsidiary entities have been eliminated upon consolidation.

The application of the going concern basis of presentation assumes that the Investment LP will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The Investment LP strives to maintain strong and collaborative relationships with its lenders but the elevated level of interest rates and associated impact on capitalization rates described in note 22(c) had a negative impact on the Investment LP's overall leverage position and debt service coverage ratios, both of which are typical financial benchmarks required to extend certain loans and as a result, these changes may impact the Investment LP's ability to exercise certain extension options available under existing loans payable. As at December 31, 2024, $285,603 of the Investment LP's loans payable (relating to four of its six Properties owned) had contractual maturity dates within twelve months of December 31, 2024 whereby the Investment LP has the option to extend such loans with the existing lenders subject to such loans achieving certain conditions (including maximum leverage and minimum debt service coverage ratios noted) and the Investment LP anticipates that it will not meet these extension conditions in certain instances. Under the terms of each applicable loan agreement, the Investment LP has the right to make a principal repayment towards such loan in order to achieve the extension tests that otherwise may not be achieved. Given the Investment LP is a subsidiary of the Fund, which was formed as a "closed-end" investment vehicle, the Fund and Investment LP are restricted from raising any additional equity, which may have otherwise assisted in making any principal repayments of the loans payable in order to meet certain extension conditions. In the event the Investment LP is not able to refinance the loan or if the Investment LP does not have sufficient liquidity or other sources of capital sufficient to make any such principal repayments required to achieve the applicable loan extension tests and the Investment LP is not able to otherwise negotiate an extension of such loan, the applicable lender may provide formal notice of an event of default expressing its right to demand repayment of the borrowings relating to such property. Under this scenario, the Investment LP may be obligated to sell such properties which may not be able to be completed on terms that are acceptable to the Investment LP or may be required to explore other options in the best economic interests of the Investment LP in order to discharge its obligations under any of the applicable loan agreements. The Investment LP's loans payable also do not carry cross-default provisions. Subsequent to December 31, 2024, the foreclosure proceedings of Emerson were finalized through a public auction which resulted in the transfer of ownership of Emerson to a third party. The transfer of the Emerson resulted in no net proceeds to the Investment LP (note 24).

For two of the Investment LP's six Properties, the third-party appraised value used to value those properties as at December 31, 2024 was lower than the principal outstanding for the loan secured by such property and as a result, the sale of those properties may not be sufficient to repay those loans in full. The Investment LP's secured loans are non-recourse subject to standard limited recourse provisions and are entered into by the subsidiaries of the Investment LP that own only the associated secured property. As a result, the liability for any such loan would typically be limited to the value of the associated secured property other than in certain instances which may obligate the Investment LP to incur certain costs or other amounts subject to certain performance conditions.

A-11
9

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP
Notes to the Consolidated Financial Statements
For the year ended December 31, 2024 and December 31, 2023
(In thousands of U.S. dollars, unless otherwise noted)

The Investment LP previously amended several of its loan agreements, deferred the payment of asset management fees and has continued to focus on maximizing net operating income ("NOI") at the Properties to preserve as much liquidity as possible. There are no assurances that the above aforementioned financing activities and property dispositions will be successfully completed which indicates the existence of a material uncertainty that may cast doubt upon the Investment LP's ability to realize its assets and discharge its liabilities in the normal course of business and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that may be necessary if the Investment LP were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments, if required, may be material.

These consolidated financial statements are presented in U.S. dollars, which is the functional currency of the Investment LP and its subsidiaries and all amounts have been rounded to the nearest thousand except when otherwise indicated.

Transactions in currencies other than U.S. dollars are translated at exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into U.S. dollars at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into U.S. dollars at the exchange rate at the date that the fair value was initially determined.

Foreign currency gains or losses arising from settlement of transactions or translations are included in the consolidated statement of loss and comprehensive loss. Non-monetary assets and liabilities that are measured in terms of historical costs in a foreign currency (C$) are translated using the exchange rate at the date of the transaction.

Material accounting policies

(a) Basis of consolidation:

The consolidated financial statements comprise the financial statements of the Investment LP and its subsidiaries. All intercompany transactions and account balances have been eliminated upon consolidation.

When the Investment LP is exposed to or has rights to variable returns from its involvement with an investee and has the ability to affect those returns through its power over such investee, the investee is considered a subsidiary. The existence and effect of potential substantive voting rights that are currently exercisable or convertible are considered when assessing whether the Investment LP controls another entity. Subsidiaries are fully consolidated from the date on which control is obtained by the Investment LP and are de-consolidated from the date control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the Investment LP using consistent accounting policies.

The following significant entities operate as wholly owned subsidiaries of the Investment LP:

Starlight U.S. Residential (Multi-Family) Holding L.P. ("Holding LP"); and
Starlight U.S. Residential (Multi-Family) REIT Inc. ("U.S. MF REIT").

(b) Critical judgments and estimates:

The preparation of consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates.

A-12
10

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

In making estimates and judgments, management relies on external information and observable conditions where possible, supplemented by internal analysis as required. Those estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that it believes will materially affect the methodology or assumptions utilized in making those estimates and judgments in these consolidated financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The significant estimates and judgments used in determining the recorded amount for assets and liabilities in the consolidated financial statements include the following:

(i) Accounting for acquisitions:

Management must assess whether the acquisition of a property should be accounted for as an asset purchase or business combination. This assessment impacts the accounting treatment of transaction costs, the allocation of the costs associated with the acquisition and whether or not goodwill is recognized. The Investment LP's acquisitions are generally determined to be asset purchases as the Investment LP does not acquire an integrated set of activities that together significantly contribute to the ability to create outputs as part of the acquisition transaction. For asset acquisitions, the total cost is allocated to the identifiable assets and liabilities on the basis of their relative fair values on the acquisition date.

(ii) Financial instruments:

Critical judgments and estimates are also made in the determination of fair value of financial instruments and include assumptions and estimates regarding future interest rates, the relative creditworthiness of the Investment LP to its counterparties, the credit risk of the Investment LP's counterparties relative to the Investment LP, the estimated future cash flows and discount rates.

(iii) Investment properties:

The estimates used when determining the fair value of investment properties are capitalization rates and stabilized future cash flows. The capitalization rate applied is reflective of the characteristics, location and market of each investment property. The stabilized future cash flows of each investment property are based upon rental income from current leases and assumptions about occupancy rates and market rent from future leases reflecting current conditions, less future cash outflows relating to such current and future leases. The Investment LP typically determines fair value internally utilizing financial information, external market data and capitalization rates provided by independent industry experts through third-party appraisals for the Properties. In addition, the Investment LP obtains valuations from third-party appraisers at least once annually for each Property.

(iv) Classification of loans payable:

Critical judgements are made with respect to classification of certain loans payable as current liabilities in the consolidated statement of financial position. In accordance with the amendments to IAS 1, the Investment LP has classified certain loans payable as non-current liabilities as at December 31, 2024. This classification is made on the basis that the Investment LP has the right to extend such loans payable for a period extending beyond 12 months from the balance sheet date, pursuant to the terms of the applicable loan agreements. Refer to note 10 for further information on the loans payable.

(v) Income taxes:

The Investment LP applies judgment in determining the tax rates applicable to its subsidiaries and identifying the temporary differences in each such legal subsidiary in respect of which deferred income taxes are recognized. Deferred taxes relate to temporary differences arising from the Investment LP's subsidiaries and are measured based on tax rates that are expected to apply in the year when the asset is realized, or the liability is settled.

A-13

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

Temporary differences are differences that are expected to reverse in the future and arise from differences between accounting and tax asset values.

The Investment LP's estimate of deferred taxes is based on the assumption that the Investment LP's liquidating event occurs either through a direct sale of the investment properties or through a disposition of its ownership interests in its U.S. subsidiaries.

Certain subsidiaries of the Investment LP have net operating losses for U.S. tax purposes which may potentially be used to offset any income or gains generated by such subsidiaries of the Investment LP. As at December 31, 2024, the Investment LP estimated the accumulated net operating losses for U.S. tax purposes for such applicable subsidiaries to be approximately $76,607, with such amounts finalized at the time the final U.S. tax returns for the applicable entities are filed for the 2024 fiscal year. As at December 31, 2024, the Investment LP estimated the accumulated net operating losses for certain of the Fund's entities for Canadian tax purposes to be approximately $6,938, with such amounts finalized at the time the Canadian tax returns for the applicable entities are filed for the 2024 fiscal year.

In addition, temporary differences exist between the inside basis and the accounting basis of the Investment LP's Properties, for which deferred tax assets have not been booked for such amounts in the consolidated financial statements.

(vi) Carried interest:

The determination by the Investment LP as at the statement of financial position date as to whether a provision for carried interest should be recognized to the partners of the Starlight Investment Residential Partnership ("SIRP") is based, among other criteria, on the Fund's analysis of the equity attributable to Unitholders, distributions paid to Unitholders of the Fund since the formation of the Fund and the Fund's ability to meet the requirement to return the initial investment amount contributed by Partners. The terms of the carried interest are outlined in note 13(b). Subsequent to December 31, 2024, the Fund and the Investment LP announced a proposed agreement with the partners of the SIRP to extinguish any entitlements to these carried interest provisions which could have been payable by the Fund in future periods (note 24).

The Investment LP selected the fair value method to account for real estate classified as investment property. A property is determined to be an investment property when it is held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business. Investment properties include land and building structures, as well as residential suites situated on the properties. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. Gains and losses arising from changes in the fair value of investment properties are included in the consolidated statement of loss and comprehensive loss in the period in which they arise.

Fair values are primarily determined by using the capitalized NOI method which applies a capitalization rate to the future stabilized cash flows of the property. The capitalization rate applied is reflective of the characteristics, location and market of the property. The stabilized cash flows of the property are based upon rental income from current leases and assumptions about occupancy rates and market rent from future leases reflecting current conditions, less future cash outflows relating to such current and future leases. The Investment LP determines fair value internally utilizing internal financial information, external market data and capitalization rates provided by industry experts and third-party appraisals. Gains and losses arising from changes in the fair value or disposal of investment properties are included in the consolidated statement of loss and comprehensive loss in the period in which they arise. Subsequent capital expenditures are added to the carrying value of investment properties only when it is probable that future economic benefits will flow to the property and the cost can be measured reliably.

A-14
12

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

(d) Cash and restricted cash:

Cash includes unrestricted cash and balances held with banks. Restricted cash includes cash on hand which can only be used for specified purposes including resident security deposits, amounts held by lenders for insurance, property taxes, repairs and replacements as well as other cash held by third parties on behalf of the Investment LP. The Investment LP may also internally restrict cash, if necessary.

(e) Revenue recognition:

The Investment LP has retained substantially all the risks and benefits of ownership of its investment properties and therefore accounts for its leases with residents as operating leases.

Revenue from investment properties includes all rental income earned from the property, including residential rental income, parking income, waste removal income and all other incidental income paid by the residents and other vendors under the terms of their existing leases and contracts. Revenue recognition under a lease commences when a resident has a right to use the leased asset and collection is reasonably assured. Revenue is recognized pursuant to the terms of the lease agreements.

Amounts collected from residents are recognized as income when due, which, due to the short-term nature of the leases, approximates straight-line revenue recognition. Lease incentives granted are recognized as an integral part of the total rental revenue over the term of the leases. All other incidental income is recognized as revenue upon provision of goods and services when collectability is reasonably assured.

Operating expense recoveries are recognized in the period in which recoverable costs are chargeable to residents. Where a resident is legally responsible for operating expenses and pays them directly in accordance with the terms of the lease, the Investment LP does not recognize the expenses or any related recovery revenue.

The Investment LP uses the direct write-off method to recognize the inability of residents to meet the contractual obligations under their lease agreements. Under this method, any amounts receivable are written off directly against revenues as bad debt once the Investment LP has determined such amounts to be uncollectible. As a result, the Investment LP does not maintain an allowance for doubtful accounts for estimated losses.

(f) Finance costs:

Finance costs consist of interest on loans payable, amortization of financing costs related to loans payable, amortization of loan premiums and discounts, gains or losses from early extinguishment of debt, distributions to Partners and fair value changes in derivative instruments. Distributions to Partners are separately presented on the consolidated statement of loss and comprehensive loss.

(g) Financial instruments:

Financial assets are classified and measured based on one of the following three categories:

(i) Fair value through profit and loss ("FVTPL");
(ii) Fair value through other comprehensive income ("FVTOCI"); and
(iii) Amortized cost

Financial liabilities are classified and measured based on one of the following two categories:

(i) FVTPL; and
(ii) Amortized cost

Financial instruments are recognized initially at fair value. Financial instruments classified at FVTPL are subsequently measured at fair value with gains and losses recognized in profit and loss. Financial instruments classified as FVTOCI are subsequently measured at fair value and any unrealized gains or losses are recognized through other comprehensive income.

A-15

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

The classification of financial assets at initial recognition depends on the financial assets' contractual cash flow characteristics and the Investment LP's business model for managing them.

Financial assets are not reclassified subsequent to their initial recognition unless the Investment LP changes its business model for managing them, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:

(i) It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
(ii) Its contractual terms give rise on specified dates to cash flows that are solely payments of principals and interests on the principal amount outstanding.

For all financial assets, the Investment LP makes an assessment of the objective of the business model in which a financial asset is held in order to determine the appropriate classification.

In assessing whether the contractual cash flows are solely payments of principals and interests, the Investment LP considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.

In making this assessment, the Investment LP considers:

(i) Contingent events that would change the amount or timing of cash flows;
(ii) Terms that may adjust the contractual coupon rate, including variable-rate features; prepayment and extension features; and
(iii) Terms that limit the Investment LP's claim to cash flows from specified assets (e.g. non-recourse features).

The Investment LP has made the following classifications and measurement determinations for its financial assets and liabilities:

Financial assets:	Classification/Measurement
Derivative financial instruments	FVTPL
Utility deposits	Amortized cost
Resident and other receivables	Amortized cost
Restricted cash	Amortized cost
Cash	Amortized cost
Financial liabilities:
Loans payable	Amortized cost
Preferred shares - U.S. REIT series A	Amortized cost
Resident rental deposits	Amortized cost
Finance costs payable	Amortized cost
Accounts payable and accrued liabilities	Amortized cost

Transaction costs that are directly attributable to the acquisition or issuance of financial assets or liabilities, other than financial assets and liabilities measured at FVTPL, are accounted for as part of the carrying amount of the respective asset or liability at inception. Transaction costs related to financial instruments measured at amortized cost are amortized using the effective interest rate ("EIR") over the anticipated life of the related instrument. Transaction costs on financial assets and liabilities measured at FVTPL are expensed in the period incurred. Financial assets are derecognized when the contractual rights to the cash flows from financial assets expire or have been transferred.

A-16

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

The Investment LP recognizes an allowance for expected credit losses ("ECL") for financial assets measured at amortized cost at each reporting date. The ECL model requires considerable judgment, including consideration of how changes in economic factors affect ECLs, which are determined on a probability weighted basis. Impairment losses, if incurred, would be recorded as expenses in the consolidated statement of loss and comprehensive loss with the carrying amount of the financial asset or group of financial assets reduced through the use of impairment allowance accounts.

Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized.

Financial liabilities are discharged when the contractual obligations are discharged, canceled or expired.

(h) Income taxes:

Canadian status

The Investment LP is not subject to tax under Part I of the Income Tax Act (Canada) (the "Tax Act"). Each Partner is required to include in computing the Partner's income for a particular taxation year the Partner's share of the income or loss of the Investment LP allocated to the Partner for its year ended in or on the Partner's taxation year-end, whether or not any of that income or loss is distributed to the Partner in the taxation year.

Accordingly, no provision has been made for Canadian income taxes under Part I of the Tax Act. The Tax Act contains specified investment flow-through ("SIFT") rules regarding the taxation of certain types of publicly listed or traded trusts and partnerships and their investors (the "SIFT Measures"). A "SIFT partnership" (as defined in the Tax Act) will be subject to SIFT tax on its "taxable non-portfolio earnings" (as defined in the Tax Act) at a rate that is substantially equivalent to the general tax rate applicable to Canadian corporations.

The "taxable non-portfolio earnings" less SIFT tax payable by a SIFT partnership will also be included in computing income of the Partners for purposes of the Tax Act as though it were a taxable dividend from a taxable Canadian corporation, subject to the detailed provisions of the Tax Act. The SIFT Measures do not apply to a partnership that does not hold any "non-portfolio property" (as defined in the Tax Act) throughout the taxation year of the partnership.

The Investment LP believes that it does not hold any "non-portfolio property" and is not a SIFT partnership and therefore not subject to the SIFT Measures. Accordingly, no provision has been made for tax under the SIFT Measures. The Investment LP intends to continue to operate the Investment LP in such a manner so as to remain exempt from the SIFT Measures on a continuous basis in the future. However, the Investment LP's continued exemption will depend upon meeting, through actual operating results, various conditions imposed by the SIFT Measures. If the Investment LP becomes a SIFT partnership, it will be generally subject to income taxes at regular Canadian corporate rates on its taxable non-portfolio earnings, if any.

U.S. status

Current taxes

The U.S. MF REIT, which is the underlying U.S. subsidiary of the Investment LP has made, and intends to maintain, an election to be treated as a real estate investment trust under the Code ("U.S. REIT"). In order for the U.S. REIT to qualify, and to maintain its status, as a U.S. real estate investment trust, it must meet a number of organizational and operational requirements, including a requirement to make annual distributions to its stockholders equal to a minimum of 90% of its taxable income, computed without regards to dividends paid deductions and net capital gains.

A-17
15

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

continue to qualify as a real estate investment trust under the Code. Accordingly, no provision for U.S. federal income and excise taxes has been made with respect to the income of the U.S. REIT.

The Investment LP intends to operate the U.S. REIT in such a manner for it to qualify as a real estate investment trust on a continuous basis in the future. However, actual qualification as a real estate investment trust will depend upon meeting, through actual annual operating results, the various conditions imposed by the Code.

If the U.S. REIT fails to qualify as a real estate investment trust in any taxable year, it will be subject to U.S. federal and state income taxes at regular U.S. corporate rates. In addition, the U.S. REIT may not be able to requalify as a real estate investment trust for the four subsequent taxable years. Even if the U.S. REIT qualifies as a real estate investment trust, the U.S. REIT may be subject to certain U.S. state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income and/or specified types of income in certain circumstances.

The Investment LP is treated as a partnership for Canadian tax purposes but has elected to be treated as a corporation for U.S. federal income tax purposes. As such, the Investment LP would generally be subject to U.S. tax in respect of its allocable share of:

(i) Capital gain distributions made by the U.S. REIT,
(ii) Gain upon a sale of the shares of the U.S. REIT, and
(iii) Distributions made by the U.S. REIT in excess of both its (a) current and/or accumulated earnings and profits (as determined under U.S. tax principles) and (b) the adjusted tax basis in the U.S. REIT shares held by the respective Holding LP.

The Holding LP will be required to remit U.S. withholding tax with respect to the Investment LP's allocable share of the above specified gains and/or distributions from the Holding LP' and/or the U.S. REIT. The Investment LP may claim such U.S. withholding tax withheld as a credit against the Investment LP's final U.S. federal income tax liability with respect to its allocable share of the above specified gains and/or distributions from the Holding LP and/or the U.S. REIT.

U.S. taxes paid or considered to have been paid by the Investment LP will be allocated pursuant to its LPA provided the Investment LP makes appropriate designations, and the Investment LP's allocated share will be deemed to have been paid pro rata by Partners in accordance with the Investment LP's LPA.

The availability of a foreign tax credit or foreign tax deduction in respect of foreign source income allocated to Partners by the Investment LP will be subject to the detailed rules contained in the Tax Act and each Partner's particular circumstances. Although the foreign tax credit provisions of the Tax Act are designed to avoid double taxation, the maximum credit is limited. Because of this, and because of timing differences in recognition of expenses and income and other factors, double taxation may arise.

Deferred taxes

As at December 31, 2024, a deferred tax liability of $nil (December 31, 2023 - $nil) for the Investment LP was accrued based on a blended state and federal tax rate of 24.61%. Any deferred tax liability relates to the difference between the fair value of the investment properties and their tax basis as of December 31, 2024. The Investment LP will bear this tax liability on the disposition of the real estate directly or the Investment LP's interests in its U.S. subsidiaries, avoiding any tax filing obligations or payment of U.S. taxes by the Partners.

(i) Levies:

A-18

to pay that levy. The Investment LP has determined that the liability to pay property taxes is an obligating event to pay a levy at a point in time and therefore recognizes the liability and the expense at the time the obligation is crystallized, which is at the beginning of the fiscal year in most cases.

(j) Provisions:

A provision is a liability of uncertain timing or amount. Provisions are recognized when the Investment LP has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are measured at the present value for the expenditures expected to settle the obligation using a discount rate that reflects current market assessment considering the time value of money and the risks specific to the obligation. Provisions are remeasured at each statement of financial position date using the current discount rate. The increase in the provision due to the passage of time is recognized as a finance cost.

Adoption of accounting standards

(a) Accounting standards implemented:

(i) Amendment to IAS 1:

The Investment LP adopted this amendment on January 1, 2024. The amendment clarifies that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by expectations of the entity or events after the reporting date. The amendment also clarifies the situations that are considered a settlement of a liability. The amendment is effective for annual periods beginning on or after January 1, 2024, with early application permitted. The adoption of this amendment clarified the classification of the Investment LP's loans payable as at December 31, 2024 (note 10)

(b) Future accounting policy changes:

(i) IFRS 18 Presentation and Disclosure in Financial Statements:

The new standard, IFRS 18, replaces IAS 1 Presentation of Financial Statements while carrying forward many of the requirements in IAS 1. IFRS 18 includes requirements for all entities applying IFRS for the presentation and disclosure of information in financial statements. It introduces three sets of new requirements to improve companies' reporting of financial performance and give investors a better basis for analyzing and comparing companies. The standard is effective for annual periods beginning on or after January 1, 2027, with restatement of the comparative period being required and early application permitted. The Investment LP is currently evaluating the impact of this amendment on future periods and does not anticipate a material impact to the Investment LP as a result of IFRS 18.

(ii) IFRS 19 Subsidiaries without Public Accountability: Disclosures:

The new standard, IFRS 19, enables subsidiaries to keep only one set of accounting records to meet the needs of both their parent company and the users of their financial statements and reduces disclosure requirements. The standard is effective for annual periods beginning on or after January 1, 2027, with early application permitted. The Investment LP is currently evaluating the impact of this amendment on future periods and does not anticipate a material impact to the Investment LP as a result of IFRS 19.

(iii) Amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures:

The amendments will address diversity in accounting practice by making the requirements more understandable and consistent. These amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. The Investment LP is currently evaluating the impact of these amendments on future periods.

A-19
17

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

5. Investment properties

The following table summarizes the change in the investment properties for the year ended December 31, 2024 and December 31, 2023:

Balance, January 1, 2023	$ 646,301
Additions	5,629
Fair value adjustment	(95,530)
Balance, December 31, 2023	$ 556,400
Additions	3,725
Fair value adjustment	(45,725)
Balance, December 31, 2024	$ 514,400

The following table reconciles the cost base of the investment properties to their fair values:

	December 31, 2024	December 31, 2023
Cost	$ 674,935	$ 671,210
Cumulative fair value adjustment	(160,535)	(114,810)
Balance, December 31, 2024	$ 514,400	$ 556,400

The key valuation assumptions for the investment properties are set out in the following table:

	December 31, 2024	December 31, 2023
Capitalization rate - range	4.75% - 5.50%	4.75% - 5.00%
Capitalization rate - weighted average	5.08 %	4.92 %

The Investment LP determined the fair value of each Property as at December 31, 2024 based on third-party appraisals, which use a combination of direct capitalization and direct cash flow methodologies. The capitalized earnings reflect rental income from current leases and assumptions about rental income from future leases and occupancy reflecting market conditions at the reporting date, less future cash outflows in respect of such leases.

The fair values of the Investment LP's Properties are sensitive to changes in the key valuation assumptions. A 10 basis-point ("bps") change in the capitalization rates would result in a change to the estimated fair value of the Properties as set out in the following table:

Weighted average	Change	December 31, 2024	December 31, 2023
Capitalization rate	10 bps increase	$ (9,931)	$ (11,081)
Capitalization rate	10 bps decrease	$ 10,329	$ 11,541

The impact of a one percent change in the NOI used to value the Properties as at December 31, 2024 would affect the fair value of the Properties by approximately $6,391 (December 31, 2023 - $6,346).

The Properties are considered as Level 3 assets under IFRS 13 - Fair value measurement due to the extent of assumptions required beyond observable market data to derive the fair values (note 22(b)).

Subsequent to December 31, 2024, the Investment LP completed the disposition of Lyric and Eight at East and transfer of ownership of Emerson, respectively (note 24).

A-20
18

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

6. Derivative financial instruments

The following table represents derivative financial instruments presented as assets of the Investment LP:

	December 31, 2024	December 31, 2023
Interest rate caps (a)	$ 1,488	$ 3,294

(a) Interest rate caps:

The Investment LP utilizes interest rate cap agreements to protect its interest costs on its variable rate loans as required by applicable lenders. The interest rate caps typically carry a notional amount equal to the amount of the loan outstanding at inception and a maturity date which generally coincides with the term of the loan. As the Investment LP has elected not to use hedge accounting, an unrealized fair value loss of $6,755 was recorded in finance costs in the consolidated statement of loss and comprehensive loss for the year ended December 31, 2024 (December 31, 2023 - loss of $5,884) (note 16), respectively. A summary of the Investment LP's interest rate caps is presented below:

Property Name	Maturity date	Index(1)	Strike rate	Notional amount
Sunlake(2)	June 1, 2025	Term SOFR	1.75%	$ 75,000
Lyric(3)	February 15, 2025	Term SOFR	3.00%	89,375
Emerson(4)	April 9, 2025	Term SOFR	2.75%	57,687
				$ 222,062

(1) The interest rate caps provide protection against increases from the one-month term Secured Overnight Financing Rate ("Term SOFR") above stipulated levels as noted above. Based on each of the existing loan agreements for the properties included above, the Investment LP would be obligated to purchase replacement interest rate caps upon expiration of the existing interest rate caps typically for a term covering up to the maturity date of the loan.

(2) On June 13, 2024, the Investment LP purchased a replacement interest rate cap for the Sunlake loan payable with a six-month term, notional amount of $75,000 and 1.75% Term SOFR strike rate. On July 16, 2024, the Investment LP purchased another six-month term interest rate cap, which covers the period from December 1, 2024 to June 1, 2025 and bears a notional amount of $75,000 and 1.75% Term SOFR strike rate. Subsequent to December 31, 2024, the Sunlake loan payable was extended by one-year to June 1, 2026. As per the terms of the extension, the Investment LP is not required to purchase a replacement interest rate cap (note 24).

(3) On August 15, 2024, the Investment LP purchased a replacement interest rate cap for the Lyric loan payable with a three-month term, notional amount of $91,375 and 3.0% Term SOFR strike rate. On December 15, 2024, the Investment LP purchased two additional interest rate caps, which cover the periods from December 15, 2024 to January 15, 2025 and January 15, 2025 to February 15, 2025, bearing the notional amounts of $90,375 and $89,375 and 3.0% Term SOFR strike rates, respectively, corresponding to the monthly principal payments of Lyric loan payable (note 10). Subsequent to December 31, 2024, the Investment LP completed the disposition of Lyric (note 24).

(4) On September 17, 2024 the Investment LP purchased a replacement interest rate cap for the Emerson loan payable with a six-month term, notional amount of $57,687 and 2.75% Term SOFR strike rate. Subsequent to December 31, 2024, the Investment LP completed the transfer of ownership of the Emerson (note 24).

7. Resident and other receivables

The following table presents details of the resident and other receivables balance:

	December 31, 2024	December 31, 2023
Resident receivables(1)	$ 97	$ 352
Other receivables(1)	386	235
	$ 483	$ 587

(1) The Investment LP holds no collateral in respect of resident and other receivables.

A-21
19

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

8. Prepaid expenses and other assets

The following table presents details of the prepaid expenses balance:

	December 31, 2024	December 31, 2023
Prepaid expenses	8	148
	$ 8	$ 148

9. Restricted cash

The following table presents details of the restricted cash balance:

	December 31, 2024	December 31, 2023
Escrowed funds:
Property taxes(1)	$ 2,984	$ 1,644
Property insurance(1)	607	856
Replacement and repairs(1)	2,055	76
Interest reserve(2)	963	1,872
Restricted cash:
Security deposits(3)	817	679
	$ 7,426	$ 5,127

(1) Escrowed funds include cumulative amounts that are funded on a monthly basis into escrow with the Investment LP's lenders. These amounts are used to pay property taxes and insurance coming due within a 12-month period or repairs or upgrades at certain of the Properties.
(2) Interest reserve includes amounts funded into escrow with certain of the Investment LP's lenders which may be used to fund interest costs in future periods or released to the Investment LP subject to certain conditions of each individual loan payable. Subsequent to December 31, 2024, these amounts were released to the Investment LP upon repayment in full of the related loans payable (note 24).
(3) Security deposits relate to funds paid by residents that are specifically restricted until a resident exits a lease and are either refunded or applied to amounts due under their lease, as applicable.

A-22
20

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

10. Loans payable

Loans payable are secured against the applicable investment properties to which the loan relates and typically require interest only ("IO") payments until a specified date. Indigo, Eight at East and Unsecured Financing bear fixed interest rate. Other loans bear interest at variable index rates based on the 30-day New York Federal Reserve Secured Overnight Financing Rate ("NY SOFR") or Term SOFR plus an interest rate spread. Under certain loans, the Investment LP has purchased an interest rate cap which provides for a maximum interest rate payable in the event the variable index rate is above the strike rate of the cap (note 6). Certain of the Investment LP's loans payable also have capital lines available to fund eligible future capital expenditures incurred at the applicable Property. A summary of the Investment LP's loans payable is presented below:

Property(1)	Payment terms	Maturity date	Extension options(2)	Interest rate(3)	December 31, 2024		December 31, 2023
					Capital line available	Principal outstanding	Capital line available	Principal outstanding
Sunlake (e)	IO	June 1, 2025	Two 1-year	NY SOFR + 2.75%	$ —	$ 75,000	$ —	$ 75,000
Indigo (c)	IO	June 28, 2029	N/A	5.85%	—	62,223	1,553	61,449
Lyric(4)	IO	April 9, 2025	N/A	Term SOFR + 1.80%	—	89,697	870	90,505
Emerson (a)	IO	April 9, 2025	Two 1-year	Term SOFR + 2.60%	1,006	56,681	1,424	56,263
Eight at East (f)	IO	May 7, 2025	Two 1-year	5.75%	—	64,225	—	64,225
Ventura (b)	IO	February 9, 2026	N/A	Term SOFR + 3.50%	—	94,623	—	92,750
Unsecured Financing (d)	IO	June 28, 2027	N/A	12.00%	—	18,865	—	—
Principal outstanding					$ 1,006	$ 461,314	$ 3,847	$ 440,192
Unamortized financing costs						(2,460)		(2,153)
Carrying value						$ 458,854		$ 438,039
Breakdown of current versus non-current portion of carrying value:
Current(2)						$ 89,663		$ —
Non-current						$ 369,191		$ 438,039

(1) The loans payable in the table above were primarily entered into on the date of acquisition of each respective Property owned by the Investment LF, with the exception of Emerson, unsecured financing and refinancing of Indigo. The Fund intends to make its credit facility available to the Investment LP, following the proposed reorganization (note 24).

(2) Certain of the Investment LP's loans payable have initial maturity dates within one year of December 31, 2024 but have extension options which the Investment LP may elect to extend such applicable loans beyond such date, subject to certain conditions as outlined in each applicable loan agreement. As a result of the extension options, the Investment LP has included such amounts in non-current loans payable. Loans payable of $89,663 (net of $34 of deferred financing costs) (December 31, 2023 - $nil, net of $nil of deferred financing costs) were classified as current liabilities as they are due and payable within 12 months of the date of the consolidated statement of financial position. Refer to note 22(c) for risks relating the Investment LP's ability to exercise such options.

(3) The Investment LP utilizes interest rate cap agreements to protect its interest costs on variable rate loans as required by certain lenders. In the event the strike rate of the interest rate cap is below the variable index rate (Term SOFR or NY SOFR) at a monthly settlement date, the Investment LP's maximum interest rate payable would be equal to the credit spread plus the strike rate on the interest rate cap for each applicable loan. The terms of the applicable interest rate caps for the Investment LP are outlined in note 6.

(4) On December 9, 2024, the Investment LP amended the terms of the Lyric loan payable, extending its maturity to April 9, 2025. Under the terms of the extension, the Investment LP is committed to monthly payments of $1,000 starting December 9, 2024 to March 9, 2025 towards the principal of the loan and the capital line availability has been reduced to zero. On April 9, 2025, the Investment LP amended the terms of the Lyric loan payable, extending its maturity to May 9, 2025 and subsequently completed the disposition of Lyric for $103,500 on April 29, 2025 and used the proceeds to repay the outstanding loan principal balance of $86,697 and through distributions to the Fund, fully repaid Fund's credit facility outstanding balance of $13,605. The Fund intends to make its credit facility available to the Investment LP, following the proposed reorganization (note 24).

A-23
21

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

(a) On April 9, 2024, the Investment LP amended the Emerson loan payable to extend the term by one year to April 9, 2025 and reduced the requirement to purchase a one-year interest rate cap to a six-month cap with a notional amount of $57,687 and 2.75% Term SOFR strike rate. The Investment LP was also obligated to purchase another six month cap upon expiry of the cap (note 6). Certain extension conditions for the loans secured by Emerson were not achieved as of the initial maturity date of April 9, 2025. The Investment LP was pursuing good faith negotiations with the lenders to obtain a modification and extension of the loans secured respectively by the Property and by a pledge of the ownership interests (the "Pledged Interests"), in the entity that owns the Property. However, subsequent to December 31, 2024, the Investment LP received a formal notice of an event of default (the "Notice") from one of the lenders (the "Lender") of the loans payable secured by the Pledged Interests. The Notice received expressed the Lender's right to demand repayment of the borrowings secured by the Pledged Interests. As a result, subsequent to December 31, 2024, the foreclosure proceedings were finalized through a public auction which resulted in the transfer of ownership of Emerson to a third party. The transfer of the Emerson resulted in no net proceeds to the Investment LP. The loans secured by Emerson did not carry cross-default provisions with any other property in the Investment LP (note 24).

(b) On May 1, 2024, the Investment LP amended the Ventura loan payable to extend the term to February 9, 2026, discharged its obligation to purchase a replacement interest rate cap and defer a portion of the debt service at the property, whereby the Investment LP can defer up to certain amounts per month subject to certain terms. The outstanding balance on any deferred amounts bears interest at 12.0% per annum, compounded monthly, which is accrued and payable at the time of repayment of such loan. Any accrued debt service costs or debt service shortfall funding which have been deferred and are payable upon maturity of the loan are included in interest expense within the consolidated statement of loss and comprehensive loss (note 16) with an offsetting amount added to the loans payable principal outstanding which during the year ended December 31, 2024, amounted to $1,873. As at December 31, 2024 the Investment LP had accrued and deferred a total of $1,873 of debt service costs which are included in the principal balance outstanding reported at such date (December 31, 2023 - $nil), whereby such amounts bear interest at 12.0% per annum and the remaining principal outstanding on the Ventura loan payable at that time of $92,750 bears interest at Term SOFR + 3.50%. Subsequent to December 31, 2024, the Fund finalized the modification of the Ventura loan payable to reduce the Fund's monthly funding obligation for any debt service shortfall of the property to $75 per month, effective retroactively as of February 9, 2025 (note 24).

(c) On June 28, 2024, the Investment LP refinanced the existing Indigo loan payable by entering into a new loan payable with a principal outstanding of $62,223 secured by Indigo. The loan payable has a five-year term with monthly IO payments bearing interest at a fixed rate of 5.85%. As a result of the refinancing, the Investment LP recognized a loss on extinguishment of debt of $94 during the year ended December 31, 2024 (note 16).

(d) On June 28, 2024, a subsidiary of the Investment LP entered into an unsecured financing of $18,277 for a three-year term, bearing monthly interest only payments at a minimum of 4.0% per annum ("Unsecured Financing"). To the extent there is sufficient operating cash flow from the Investment LP's Indigo property after payment of any associated debt servicing costs for the first mortgage and the minimum 4.0% payment required under the Unsecured Financing, the monthly interest payment may increase up to a maximum of 12.0% per annum. To the extent the minimum monthly payment is less than the maximum 12.0% interest rate, the excess up to the maximum 12.0% interest rate is accrued and deferred to be payable upon maturity of the Unsecured Financing. Any accrued debt service costs or debt service shortfall funding which have been deferred and are payable upon maturity of the loan are included in interest expense within the consolidated statement of loss and comprehensive loss (note 16) with an offsetting amount added to the loans payable principal outstanding which during the year ended December 31, 2024, amounted to $588. As at December 31, 2024 the Fund had accrued and deferred a total of $588 of debt service costs which are included in the principal balance outstanding reported at such date (December 31, 2023 - $nil). As part of entering into the Unsecured Financing, the Fund also was required to deposit approximately $1,511 into an escrow with the lender which can be drawn upon to fund eligible future capital expenditures at the Fund's Indigo property whereby such amounts have been included in restricted

A-24
22

cash as at December 31, 2024. Upon completion of the Unsecured Financing, a portion of the proceeds were used to repay $14,700 towards the Credit Facility balance outstanding at that time.

(e) On July 17, 2025, the Sunlake loan payable was extended by one-year to June 1, 2026. As per the terms of the extension, the loan is subject to certain performance conditions during the remaining loan term and bears interest-only payments at a fixed rate of 8.56% per annum with any debt service shortfall, as defined therein, being accrued and deferred until maturity (note 24).

(f) The Eight at East loan payable matured on May 7, 2025 and the Investment LP was unable to meet the conditions required to extend the term under the loan agreement. The loan maturity was further extended to September 7, 2025 as part of negotiations with the lenders. Subsequent to December 31, 2024, the Investment LP completed the disposition of Eight at East on August 12, 2025 and used the proceeds to repay the outstanding first mortgage of $64,225 (note 24).

As at December 31, 2024, the Investment LP's loans had a weighted average term to maturity ("WATM") of 1.57 years (December 31, 2023 - 0.86 years) and a weighted average interest rate of 6.10% (December 31, 2023 - 5.63%). The WATM assumes first extension options available under applicable loans payable, subject to certain conditions as outlined in each applicable loan agreement are exercised. If the Fund does not utilize extension options available under applicable loans payable, the WATM would be 1.14 years. The weighted average interest rate is calculated includes the maximum 12.0% interest on the Unsecured Financing.

Future principal payments on loans payable are as follows:

	Principal payments	Balloon payments	Total
2025(1)	$ 3,000	$ 282,603	$ 285,603
2026	—	94,623	94,623
2027	—	18,865	18,865
Thereafter	—	62,223	62,223
Total	$ 3,000	$ 458,314	$ 461,314

(1) The principal payments in 2025 represent the monthly principal payments of $1,000 for Lyric loan payable from January 9, 2025 to March 9, 2025 as per the terms of the Lyric extension required by the lender. Although extension options are available under certain loans subject to certain conditions, the Fund has shown the balloon and principal payments herein based on the initial maturity date of such loan.

11. Preferred shares - U.S. Real Estate Investment Trust series A

The U.S. REIT has a total of 125 series A preferred shares issued and outstanding that are held by U.S. residents. The U.S. REIT preferred shares were issued on January 6, 2022 and are redeemable at the option of the U.S. REIT at a redemption value of $1 per share, subject to prepayment penalties under certain conditions. The preferred shares pay a cumulative dividend at 12% per annum, semi-annually on June 30 and December 31 and have no voting rights.

12. Accounts payable and accrued liabilities

The following table presents the details of accounts payable and accrued liabilities:

	December 31, 2024	December 31, 2023
Resident prepayments	$ 78	$ 81
Operating payables	1,187	1,832
Accrued property taxes(1)	1,816	1,205
Accrued asset management fees (note 18)	2,204	183
Excise tax and franchise tax payable	121	210
	$ 5,406	$ 3,511

A-25

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

(1) Accrued property taxes represent property taxes incurred but not yet paid for Properties up to the date of the consolidated statement of financial position. As a result of the requirements of IFRIC 21, property taxes are to be disclosed separately between either property tax expenses or fair value adjustment to IFRIC 21. The Investment LP recorded a property tax expense of $4,608 for the year ended December 31, 2024 (December 31, 2023 - expense of $5,407) and an IFRIC 21 fair value adjustment amounting $537 for the year ended December 31, 2024 (December 31, 2023 - adjustment of $1,114). Such amounts have been combined in the consolidated statement of loss and comprehensive loss and reported as property tax expense. Any given reporting period represents the actual property taxes incurred by the Investment LP in such reporting period.

13. Partners' equity

(a) Composition of partners' capital and beneficial ownership of the Investment LP:

Investment LP is owned by the Fund through class A limited partnership interests and an entity controlled by the Chief Executive Officer of the Investment LP, Daniel Drimmer, via class B limited partnership interests. Each class of membership interest is entitled to a share of any distributions and net assets of the Investment LP based on certain entitlements for each class. Subsequent to December 31, 2024, the Investment LP announced a proposed agreement for the extinguishment of any further carried interest liability, the Investment LP and its subsidiaries would have for any such amounts (note 24).

For the year ended December 31, 2024, the Investment LP did not declare distributions to the Partners or record distribution expense (December 31, 2023 - $nil).

(b) Carried interest:

The partners of SIRP (currently being Starlight Group and the President of the Fund), through SIRP's indirect interest in the Holding LP, are entitled to the carried interest, being an aggregate amount equal to 25% of the total of all amounts each of which is the amount, if any, by which (i) the aggregate amount of distributions which would have been paid on all Units (assuming all Class B LP Units were exchanged for class C Units) of a particular class if all distributable cash of the Holding LP were received by the Fund (through the Investment LP and Starlight U.S Residential (Multi-Family) Investment GP, Inc., together with all other amounts distributable by the Fund (including distributable cash generated by investees of the Fund not held through the Holding LP, if any), and distributed by the Fund (net of any amounts required to provide for expenses and determined without reference to any applicable U.S. taxes payable by or on behalf of the Fund, the Investment LP or any other investee partnership that is treated as a corporation for U.S. federal income tax purposes) to Unitholders in accordance with the Declaration of Trust, exceeds (ii) the aggregate minimum return in respect of such class of Units (including, in the case of class C Units, the class C Units issuable upon exchange of Class B LP Units), the calculation of which includes the amount of the investors capital return base, each such excess, if any, to be calculated in U.S. dollars and, in the case of Canadian dollar Units, based on the applicable exchange rate on the date of distribution for actual distributions paid by the Fund and otherwise on the date of the applicable distribution by any relevant investee to the Fund, provided that, to the extent that the aggregate amount of distributions which would have been paid on all Units (assuming all Class B LP Units were exchanged for class C Units) of a particular class pursuant to the foregoing exceeds the minimum return for such class, the partners of SIRP, through SIRP's indirect interest in the Holding LP, will be entitled to an aggregate amount equal to 50% of each such excess amount (i.e., a catch-up) until the amounts, if any, distributable to the Unitholders in excess of the investors capital return base, as defined in the Fund's final long form prospectus dated October 28, 2021, is equal to three times (i.e., 75%/25%) the catch-up payment receivable by the partners of SIRP in respect of such class. Pursuant to a side letter to be entered into between the partners of SIRP and the holders of class I Units, the partners of SIRP will pay a percentage of the carried interest received to the holders of class I Units in an amount that is intended to result in the carried interest retained by the partners of SIRP being reduced to 20% in respect of the class I Units, with no catch-up amount.

Subsequent to December 31, 2024, the Fund and the Investment LP announced a proposed agreement with the partners of the SIRP to extinguish any entitlements to these carried interest provisions which could have been payable by the Fund in future periods (note 24).

A-26
24

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

As at December 31, 2024, the Fund had not recognized a provision for carried interest in its consolidated financial statements (December 31, 2023 - $nil), resulting in no expense for the year ended December 31, 2024 (December 31, 2023 - $nil).

14. Non-controlling interests

The following table summarizes the change in non-controlling interests for the year ended December 31, 2024:

Balance, January 1, 2023	$ 2,175
Net loss attributable to Ventura Non-Controlling Interest	(2,317)
Contributions from Ventura minority owner	194
Balance, December 31, 2023	52
Net loss attributable to Ventura Non-Controlling Interest(2)	(991)
Contributions from Ventura minority owner	327
Balance, December 31, 2024	(612)

(1) Given the Investment LP's 90% indirect ownership interest in Ventura, the Investment LP has control over Ventura and has wholly consolidated its financial position and results of operations in these consolidated financial statements.
(2) During the year ended December 31, 2024, the proportionate share for the Ventura non-controlling interest revenues from property operations were $628 (December 31, 2023 - $594), property operating expenses were $149 (December 31, 2023 - $143) and finance costs were $851 (December 31, 2023 - $801). Net loss and comprehensive loss attributable to the non-controlling interest for the year ended December 31, 2024 was $991 (December 31, 2023 - $2,318).

15. Partnership expenses

Partnership expenses consist of the following:

	December 31, 2024	December 31, 2023
Asset management fees (note 18)	$ 2,204	$ 2,190
General and administrative expenses	39	37
	$ 2,243	$ 2,227

16. Finance costs

Finance costs consist of the following:

	December 31, 2024	December 31, 2023
Interest expense on loans payable(1)	$ 27,247	$ 24,963
Amortization of financing costs	2,346	2,660
Loss on early extinguishment of debt	94	—
Fair value change on derivative financial instruments (note 6)	6,755	5,884
	$ 36,442	$ 33,507

(1) During the year ended December 31, 2024, interest expense on loans payable includes debt service costs or debt service shortfall funding which have been deferred and are payable upon maturity of the loan which amounted to $2,461, (notes 10(c) and (d)).

A-27
25

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

17. Supplemental cash flow information

(a) Changes in non-cash operating working capital:

The following table presents the changes in non-cash operating working capital presented within the consolidated statement of cash flows:

	December 31, 2024	December 31, 2023
Utility deposits	$ 39	$ —
Resident and other receivables	104	(95)
Prepaid expense and other assets	140	(27)
Resident rental deposits	(31)	108
Accounts payable and accrued liabilities	1,921	501
Total change in non-cash operating working capital	$ 2,173	$ 487

(b) Finance costs paid:

The following table presents the components of finance costs paid presented within the consolidated statement of cash flows:

	December 31, 2024	December 31, 2023
Interest expense paid	$ 27,041	$ 25,468
Financing costs incurred on loans payable(1)	7,695	1,758
Total finance costs paid	$ 34,736	$ 27,226

(1) Includes cost of any interest rate caps acquired by the Investment LP.

18. Transactions with related parties

The consolidated financial statements include the following transactions with related parties:

The Manager is a related party to the Investment LP as the Manager is owned and controlled by Daniel Drimmer, a director and President and Chief Executive Officer of Starlight Group and Trustee and Chief Executive Officer of the Fund. The Investment LP engaged the Manager to perform certain management services as outlined below:

(a) Pursuant to the management agreement dated November 15, 2021 (the "Management Agreement"), the Manager is to perform asset management services for fees equal to 0.35% of the sum of: the historical purchase price of the properties acquired in U.S. dollars and the cost of any capital expenditures in respect of the Investment LP's properties since the date of acquisition by the Investment LP. Included in partnership expenses were $2,204 in asset management fees charged by the Manager (note 15) for the year ended December 31, 2024 (December 31, 2023 - $2,190). On January 1, 2024, the Manager agreed to defer the Fund's obligation to pay all asset management fees until further notice. As a result, the amount payable to the Manager as at December 31, 2024 was $2,204 (December 31, 2023 - $183), included in accounts payable and accrued liabilities (note 12).

(b) Pursuant to the Management Agreement, the Manager is entitled to receive an acquisition fee in respect of properties acquired, directly or indirectly, by the Investment LP as a result of such properties having been presented to the Investment LP by the Manager calculated as 1.0% of the purchase price of a multi-family property and 2.0% of the purchase price of a single-family rental home. For the year ended December 31, 2024, the Investment LP incurred acquisition fees of $nil (December 31, 2023 - $nil).

(c) Pursuant to the Management Agreement, in the event that the Manager is required by the lenders of the Investment LP to provide a financing guarantee in connection with the amount borrowed by the Investment LP or its wholly owned subsidiaries to indirectly acquire an interest in the investment properties, the Investment LP and each U.S. REIT will, in consideration for providing such guarantee, in aggregate, pay the Manager a guarantee fee represented by an annual amount equal to 0.15% of the then-outstanding amount of such guaranteed funds. This fee is calculated and payable in arrears on the first day of each month. For the year ended December 31,

A-28
26

2024, the Investment LP incurred guarantee fees of $nil (December 31, 2023 - $nil). The amount payable to the Manager as at December 31, 2024 was $nil (December 31, 2023 - $nil).

(d) Aggregate compensation to key management personnel was $nil for the year ended December 31, 2024 as compensation of these individuals is paid by the Manager pursuant to the Management Agreement (December 31, 2023 - $nil).

19. Commitment and contingencies

At December 31, 2024, the Investment LP had no commitments for future minimum lease payments under non-cancellable operating leases. All future leases as of December 31, 2024 expire within 12 months. The Investment LP holds commitments to provide for carried interest when applicable and to distribute excess cash to Unitholders.

The Investment LP may be involved in litigation and claims in relation to the investment properties that arise from time to time in the normal course of business. In the opinion of management, none of these, individually or in aggregate, would result in the recognition of a liability that would have a significant adverse effect on the financial position of the Investment LP.

20. Segmented disclosure

All of the Investment LP's assets and liabilities are in, and its revenues are derived from the U.S. real estate industry segment. No single resident accounts for 10% or more of the Investment LP's rental revenue.

21. Capital management

The Investment LP's capital management objectives and policies are to maintain a strong capital base so as to support ongoing operations, maintain creditor and market confidence and to sustain future development of the business. Capital consists of loans payable including capital lines available and partners' capital. The Investment LP monitors capital using tools designed to anticipate cash needs and to maintain adequate working capital, while also distributing appropriate amounts to the partners on a regular basis.

The Investment LP was in compliance with all financial covenants as at December 31, 2024. The Fund's loans payable typically carry consolidated Fund minimum net worth and minimum liquidity covenants and typically have no specific financial covenants tied to the ongoing operations of the Property.

As at December 31, 2024, $285,603 of the Fund's loans payable had contractual maturity dates within twelve months of December 31, 2024 whereby the Fund had the option to extend such loans with the existing lenders subject to such loans achieving certain conditions in order to extend which typically include maximum leverage and minimum debt service coverage ratios. See note 22 for further details on liquidity risks of the Fund.

22. Risk management

The Investment LP's activities expose it to credit risk, market risk, liquidity risk and other risks. These risks and the actions taken to manage them are as follows:

(a) Credit risk:

Credit risk is the risk that: (i) counterparties to contractual financial obligations will default; and (ii) the possibility that the residents may experience financial difficulty and be unable to meet their rental obligations. The Properties mitigate the risk of credit loss with respect to residents by evaluating creditworthiness of new residents, obtaining security deposits wherever permitted by legislation, utilizing third party collection agencies for longstanding balances due from residents and geographically diversifying the location of the Properties.

The Investment LP monitors its collection experience on at least a weekly basis and ensures that a stringent policy is adopted to provide for all past due amounts. Subsequent recoveries of amounts previously written-off are credited in the consolidated statement of loss and comprehensive loss.

A-29
27

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

At December 31, 2024, the Investment LP had accrued no allowance for uncollectible amounts as such amounts are written off directly against revenues at that time. During the year ended December 31, 2024, the Investment LP recorded $373 of bad debts against revenues in the consolidated statement of loss and comprehensive loss (December 31, 2023 - $798).

The Investment LP continues to actively monitor the impact of interest rates and inflation may have on credit risks applicable to the Investment LP.

(b) Market risk:

Market risk is the risk that the fair value or future cash flows of financial assets or liabilities will fluctuate due to movements in market prices. The investment properties are subject to the risks associated with debt financing, including the risk that certain loans may not be refinanced on terms as favourable as those of the existing indebtedness, in the event that such refinancings occur in future periods. As at December 31, 2024, the Investment LP's investment properties have been reported at fair value which reflects the Investment LP's best estimate of future cash flows and capitalization rates applicable to the investment properties.

The fair values are based on capitalization rates that are provided by third-party appraisals. Although the valuations utilize the best available information to determine the capitalization rates used for purposes of the valuations of the Investment LP's investment properties as at December 31, 2024, the period leading up to December 31, 2024 experienced limited comparable sales for the appraisers to rely on as a result of broader market conditions, including certain owners of Properties delaying sales as a result of market uncertainty and concerns relating to rising interest rates. The Manager will continue to evaluate comparable sales transactions as additional comparable sales data occurs under current market conditions.

The Investment LP's objective in managing interest rate risk is to minimize the volatility of the Investment LP's income. The Investment LP has the ability to enter into interest rate cap agreements for the variable rate loans which protect the Investment LP from increases in Term SOFR index rates beyond stipulated levels. In certain instances and typically in the event no existing interest rate protection is in place for such loan payable, the Investment LP is required to purchase an interest rate cap if Term SOFR index rates increase above certain levels in accordance with terms in the loan agreements. In addition, if existing in place interest rate caps have an expiry date prior to the maturity date of the applicable loan payable to which it relates, the Investment LP may be required to purchase a replacement interest rate cap for the duration such loan remains outstanding, subject to certain conditions in each applicable loan agreement (see note 6). Typically such interest rate caps would be required to be purchased on or before the expiry of the existing interest rate cap, if applicable. For the year ended December 31, 2024, all else being equal, a change of ten bps in Term SOFR index rates would impact net loss and comprehensive loss by $102 (December 31, 2023 - $2).

Liquidity risk is the risk that the Investment LP may encounter difficulties in accessing capital and refinancing its financial obligations as they come due. To mitigate the risk associated with the refinancing of maturing debt, the Investment LP staggered the maturity dates of its loan portfolio and has options to extend certain loans subject to certain conditions as outlined in each applicable loan agreement (note 10). All of the Investment LP's current liabilities have contractual maturities of less than 12 months and are subject to normal trade terms.

A-30
28

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

conditions in certain instances. Under the terms of each applicable loan agreement, the Investment LP has the right to make a principal repayment towards such loan in order to achieve the extension tests that otherwise may not be achieved. Given the Investment LP is a subsidiary of the Fund, which was formed as a “closed-end” investment vehicle, the Fund is restricted from raising any additional equity, which may have otherwise assisted in making any principal repayments of the loans payable in order to meet certain extension conditions. In the event the Investment LP is not able to refinance the loan or if the Investment LP does not have sufficient liquidity or other sources of capital sufficient to make any such principal repayments required to achieve the applicable loan extension tests and the Investment LP is not able to otherwise negotiate an extension of such loan, the applicable lender may provide formal notice of an event of default expressing its right to demand repayment of the borrowings relating to such property. Under this scenario, the Investment LP may be obligated to sell such properties or explore other options in the best economic interests of the Investment LP in order to discharge its obligations under any of the applicable loan agreements. The Investment LP is actively pursuing negotiations on the extension of each of the Investment LP’s loans payable with the respective lenders as the Investment LP continues to focus on managing its liquidity position, including the extension of the Fund’s term to November 2026, in order to provide the Investment LP the opportunity to capitalize on potential improvements in the investment market that are anticipated in future periods, but may not materialize. Furthermore, the Investment LP continues to focus on liquidity management as the Investment LP previously halted distributions, amended several of its loan agreements, deferred the payment of asset management fees and has continued to focus on maximizing NOI at the Investment LP’s Properties to preserve as much liquidity as possible (see note 2(b)).

23. Fair value measurement of financial instruments

The Investment LP uses various methods in estimating the fair values recognized in the consolidated financial statements. The fair value hierarchy reflects the significance of inputs used in determining the fair values:

Level 1 - quoted prices in active markets;
Level 2 - inputs other than quoted prices in active markets or valuation techniques where significant inputs are based on observable market data; and
Level 3 - valuation technique for which significant inputs are not based on observable market data.

The following summarizes the significant methods and assumptions used in estimating fair values of the Investment LP’s consolidated financial instruments:

The fair value of the Investment LP’s financial assets, which include utility deposits, resident and other receivables, restricted cash and cash, as well as financial liabilities, which include resident rental deposits, accounts payable and accrued liabilities and finance cost payable, approximate their carrying amounts due to their short-term nature (Level 1);
Derivative financial instruments are considered as Level 2 financial instruments; and
The fair value of loans payable is estimated based on the current market rates for debt with similar terms and conditions (Level 2). The fair value of the Investment LP’s loans payable as at December 31, 2024 approximated their carrying value.

24. Subsequent event

On April 9, 2025, the Investment LP amended the terms of the Lyric loan payable, extending its maturity to May 9, 2025 and subsequently completed the disposition of Lyric for $103,500 on April 29, 2025 and used the proceeds to repay the outstanding loan principal balance of $86,697 and through distributions to the Fund, fully repaid Fund’s credit facility outstanding balance of $13,605. The Fund intends to make its credit facility available to the Investment LP, following the proposed reorganization.

A-31
29

A-32
30

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024 and December 31, 2023

(In thousands of U.S. dollars, unless otherwise noted)

On June 9, 2025, the Fund finalized the modification of the Ventura loan payable to reduce the Fund's monthly funding obligation for any debt service shortfall of the property to $75 per month, effective retroactively as of February 9, 2025.

On July 17, 2025, the Sunlake loan payable was extended by one-year to June 1, 2026. As per the terms of the extension, the loan is subject to certain conditions during the remaining loan term and bears interest-only payments at a fixed rate of 8.56% per annum with any debt service shortfall, as defined therein, being accrued and deferred until maturity.

On August 12, 2025 the Investment LP completed the disposition of Eight at East for $64,700 and repaid applicable first mortgage balance of $64,225.

For the Emerson loan payable, certain extension conditions for the loans secured by Emerson were not achieved as of the initial maturity date of April 9, 2025. The Investment LP was pursuing good faith negotiations with the lenders to obtain a modification and extension of the loans secured the Pledged Interests, in the entity that owns the property. However, subsequent to December 31, 2024, the Investment LP received the Notice from the Lender of the loans payable secured by the Pledged Interests. The Notice received expressed the Lender's right to demand repayment of the borrowings secured by the Pledged Interests. In the absence of a negotiated modification and extension of such loan, the Lender had the right to exercise the remedies available to it under the loan agreement, including a foreclosure of the Pledged Interests. As a result, on October 21, 2025, the foreclosure proceedings were finalized through a public auction which resulted in the transfer of ownership of Emerson to a third party. The transfer of the Emerson resulted in no net proceeds to the Investment LP. The loans secured by Emerson did not carry cross-default provisions with any other property in the Investment LP.

On October 10, 2025, the Investment LP and the Fund announced a proposed reorganization transaction whereby Unitholders of the Fund would receive class A Units of Investment LP based on a defined exchange ratio and as a result, the former owners of the Fund and the class B limited partnership interests in the Investment LP would become the new owners of Investment LP and its subsidiaries.

On October 10, the Fund and Investment LP announced a proposed agreement with the partners of the SIRP for extinguishing any entitlements to the carried interest which could have been payable by the Fund in future periods. As a result, the Investment LP would no longer have an ongoing obligation for payments of a carried interest.

B-1

APPENDIX "B"

INTERIM FINANCIAL STATEMENTS – INVESTMENT MF LP

See attached.

Consolidated Financial Statements (In thousands of U.S. dollars)

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

For the three and six months ended June 30, 2025 and June 30, 2024 (Unaudited)

B-2

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Consolidated Statement of Financial Position

As at June 30, 2025 and December 31, 2024

(In thousands of U.S. dollars)

(Unaudited)

	Notes	June 30, 2025	December 31, 2024
ASSETS
Non-current assets:
Investment properties	6	$ 381,800	$ 514,400
Derivative financial instruments	7	—	1,488
Utility deposits		48	62
Total non-current assets		381,848	515,950
Current assets:
Resident and other receivables	8	536	483
Prepaid expenses and other assets	9	505	8
Restricted cash	10	6,330	7,426
Cash		6,296	2,080
Total current assets		13,667	9,997
TOTAL ASSETS		$ 395,515	$ 525,947
LIABILITIES
Non-current liabilities:
Loans payable	11	$ 80,273	$ 369,191
Preferred shares - U.S. REIT series A	12	125	125
Total non-current liabilities		80,398	369,316
Current liabilities:
Loans payable	11	291,819	89,663
Resident rental deposits		651	899
Finance costs payable		4,217	1,649
Accounts payable and accrued liabilities	13	7,123	5,406
Total current liabilities		303,810	97,617
TOTAL LIABILITIES		384,208	466,933
EQUITY
Attributable to Partners	14(a)	12,619	59,628
Attributable to non-controlling interests	15	(1,312)	(614)
TOTAL EQUITY		11,307	59,014
TOTAL LIABILITIES AND EQUITY		$ 395,515	$ 525,947

Commitments and contingencies (note 20).

Subsequent events (note 25).

See accompanying notes to the consolidated financial statements

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Consolidated Statement of Loss and Comprehensive Loss

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars)

(Unaudited)

| | Notes | Three months ended
June 30
2025 | 2024 | Six months ended
June 30
2025 | 2024 |
| --- | --- | --- | --- | --- | --- |
| Revenue from property operations | | $ 8,460 | $ 10,169 | $ 18,412 | $ 20,152 |
| Expenses: | | | | | |
| Property operating costs | | (2,387) | (2,650) | (4,985) | (5,168) |
| Property taxes | | (1,104) | (1,139) | (2,296) | (2,278) |
| Income from rental operations | | 4,969 | 6,380 | 11,131 | 12,706 |
| Partnership expenses | 16 | (1,142) | (561) | (1,743) | (1,116) |
| Finance costs | 17 | (7,879) | (9,079) | (16,362) | (17,876) |
| Dividends to preferred shareholders - U.S. REIT series A | 12 | (4) | (4) | (8) | (8) |
| Fair value adjustment of investment properties | 6 | (9,186) | — | (30,652) | (6,600) |
| Loss before income taxes | | (13,242) | (3,264) | (37,634) | (12,894) |
| Income tax expense: | | | | | |
| Current | | (15) | (16) | (31) | (32) |
| Net loss and comprehensive loss | | $ (13,257) | $ (3,280) | $ (37,665) | $ (12,926) |
| Net loss and comprehensive loss attributable to: | | | | | |
| Partners | | (12,920) | (3,170) | (36,940) | (12,819) |
| Non-controlling interests | 15 | (337) | (110) | (725) | (107) |
| Net loss and comprehensive loss | | $ (13,257) | $ (3,280) | $ (37,665) | $ (12,926) |

See accompanying notes to the consolidated financial statements.

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Consolidated Statement of Partners' Capital

For the six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars)

(Unaudited)

Balance, January 1, 2025	$ 59,628
Changes during the period:
Distributions to the Partners (note 14(a))	(10,069)
Net loss and comprehensive loss	(36,940)
Balance, June 30, 2025	$ 12,619
Balance, January 1, 2024	$ 122,289
Changes during the period:
Distributions to the Partners (note 14(a))	(8,520)
Net loss and comprehensive loss	(12,819)
Balance, June 30, 2024	$ 100,950

See accompanying notes to the consolidated financial statements including note 14 for a description of class B Units ("Class B LP Units") of Starlight U.S. Residential (Multi-Family) Investment LP (the "Investment LP").

B-5
4

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Consolidated Statement of Cash Flows

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars)

(Unaudited)

	Notes	Three months ended		Six months ended
		June 30		June 30
		2025	2024	2025	2024
Operating activities:
Net loss and comprehensive loss		$ (13,257)	$ (3,280)	$ (37,665)	$ (12,926)
Adjustments for financing activities included in net loss and comprehensive loss:
Finance costs	17	7,879	9,079	16,362	17,876
Dividends to preferred shareholders - U.S. REIT series A	12	4	4	8	8
Adjustments for items not involving cash:
Fair value adjustment of investment properties	6	9,186	—	30,652	6,600
Change in non-cash operating working capital	18(a)	1,513	2,053	945	1,475
Change in restricted cash	10	37	(1,498)	1,096	(1,432)
Cash provided by operating activities		5,362	6,358	11,398	11,601
Investing activities:
Capital additions to investment properties	6	(786)	(1,896)	(1,552)	(2,696)
Dispositions of investment properties	5	103,500	—	103,500	—
Cash provided by (used in) investing activities		102,714	(1,896)	101,948	(2,696)
Financing activities:
Loans payable:
Proceeds from new financing	11	—	18,277	—	18,277
Proceeds from refinancing	11	—	62,223	—	62,223
Repayments of existing loans payable	11	(86,697)	(61,614)	(89,697)	(61,614)
Draw downs on existing loans	11	1,295	482	2,038	979
Finance costs paid	18(b)	(4,751)	(11,512)	(11,420)	(18,394)
Contributions from non-controlling interests	11	106	58	26	58
Distributions to the Partners	14(a)	(14,210)	(11,127)	(10,069)	(8,520)
Dividends to preferred shareholders - U.S. REIT series A	12	(4)	(4)	(8)	(8)
Cash used in financing activities		(104,261)	(3,217)	(109,130)	(6,999)
Increase in cash		3,815	1,245	4,216	1,906
Cash, beginning of period		2,481	1,366	2,080	705
Cash, end of period		$ 6,296	$ 2,611	$ 6,296	$ 2,611

See accompanying notes to the consolidated financial statements.

B-6
5

B-7

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

1. Nature of business

The Investment LP was established for the primary purpose of directly or indirectly acquiring, owning and operating a portfolio primarily comprised of income-producing residential properties in the United States ("U.S.") residential real estate market that can achieve significant increases in rental rates as a result of undertaking high return, value-add capital expenditures and active asset management, that are located primarily in the States of Arizona, California, Colorado, Florida, Georgia, Idaho, Nevada, North Carolina, Oregon, South Carolina, Tennessee, Texas, Utah and Washington ("Primary Markets").

Following completion of the Offering, the Investment LP acquired three class "A" institutional quality multi-family properties comprising a total of 1,133 suites which include Bainbridge Sunlake ("Sunlake"), Indigo Apartments ("Indigo") and Lyric Apartments ("Lyric"), located in the States of Florida, North Carolina and Nevada, in the Tampa, Raleigh and Las Vegas metropolitan areas, respectively and subsequently acquired an additional multi-family property, Emerson at Buda ("Emerson"), located in Austin, Texas, a multi-family property comprising 264 suites in Orlando, Florida and a 90% interest in a multi-family property ("Ventura") comprising 272 suites in Phoenix, Arizona. The Investment LP's multi-family properties are collectively the "Properties".

The Investment LP and Fund are managed by Starlight Investments US AM Group LP (the "Manager") which is a wholly-owned subsidiary of Starlight Group and a related party. On April 29, 2025, the Investment LP completed the disposition of Lyric (note 5). As at June 30, 2025, the Investment LP's property portfolio consisted of interests in five Properties comprising 1,597 suites (December 31, 2024 - 1,973). Subsequent to June 30, 2025, the Investment LP completed the disposition of Eight at East and transfer of ownership of Emerson, respectively (note 25).

Subsequent to June 30, 2025, Investment LP and the Fund announced a proposed reorganization transaction whereby the former owners of the Fund and the class B Limited Partnership interests in the Investment LP would become the new owners of Investment LP and its subsidiaries (note 25).

The registered office of the Investment LP is located at 3280 Bloor Street West, Centre Tower, Suite 1400, Toronto Ontario M8X 2X3.

B-8
7

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

2. Basis of presentation

(a) Statement of compliance:

(b) Basis of measurement and going concern:

The Investment LP strives to maintain strong and collaborative relationships with its lenders but the elevated level of interest rates and associated impact on capitalization rates described in note 23(c) had a negative impact on the Investment LP's overall leverage position and debt service coverage ratios, both of which are typical financial benchmarks required to extend certain loans and as a result, these changes have impacted the Investment LP's ability to exercise certain extension options available under existing loans payable. Under the terms of each applicable loan agreement, the Investment LP has the right to make a principal repayment towards such loan in order to achieve the extension tests that otherwise may not be achieved. Given the Investment LP is a subsidiary of the Fund, which was formed as a "closed-end" investment vehicle, the Fund and the Investment LP are restricted from raising any additional equity, which may have otherwise assisted in making any principal repayments of the loans payable in order to meet certain extension conditions. In the event the Investment LP is not able to refinance the loan or if the Investment LP does not have sufficient liquidity or other sources of capital sufficient to make any such principal repayments required to achieve the applicable loan extension tests and the Investment LP is not able to otherwise negotiate an extension of such loan, the applicable lender may provide formal notice of an event of default expressing its right to demand repayment of the borrowings relating to such property. Under this scenario, the Investment LP may be obligated to sell such properties which may not be able to be completed on terms that are acceptable to the Investment LP or may be required to explore other options in the best economic interests of the Investment LP in order to discharge its obligations under any of the applicable loan agreements. The Investment LP's loans payable also do not carry cross-default provisions. On April 29, 2025, the Investment LP completed the disposition of Lyric and through distributions to the Fund, fully repaid Fund's credit facility outstanding balance amounting to $13,605. The Fund intends to make its credit facility available to Investment LP, following the proposed reorganization (notes 5, 11 and 25).

As at June 30, 2025, $291,856 of the Investment LP's loans payable (relating to four of its five properties owned) had contractual maturity dates within twelve months of June 30, 2025, whereby the Investment LP has exercised the extension options available in certain instances applicable to each loan. Subsequent to June 30, 2025, the Investment LP extended the Sunlake loan payable by one-year to June 1, 2026 and for the Eight at East loan payable, the Investment LP amended the loan agreement to obtain a short-term extension to September 7, 2025 and completed the disposition of the Property repaying such loan in full at that time (note 25). For the Emerson loan payable, the Investment LP was pursuing good faith negotiations with the lenders to obtain a modification and extension of the loans secured respectively by the Property and by a pledge of the ownership interests (the "Pledged Interests"), in the entity that owns the Property. However, subsequent to June 30, 2025, the Investment LP received a formal notice of an event of default (the "Notice") from one of the lenders (the "Lender") of the loans payable secured by the Pledged Interests. The Notice received expressed the Lender's right to demand repayment of the borrowings secured by the Pledged Interests. In the absence of a negotiated modification and extension of such loan, the Lender had the right to exercise the remedies available to it under the loan agreement, including a foreclosure of the Pledged Interests. As a result, subsequent to June 30, 2025, the foreclosure proceedings were finalized through a public auction which resulted in the transfer of ownership of Emerson to a

B-9

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

third party. The transfer of the Emerson resulted in no net proceeds to the Investment LP. The loans secured by Emerson did not carry cross-default provisions with any other property in the Investment LP (note 25). The loans secured by Ventura and Indigo mature in 2026 and beyond.

For three of the Investment LP's five properties, the fair value reported for such properties as at June 30, 2025 was lower than the principal outstanding under the loans payable secured by such properties and as a result, the sale of those properties may not be sufficient to repay those loans in full if such sale was required. In certain instances, the lenders also hold restricted cash as part of the security for such loans which in a liquidation event may be used to repay any indebtedness required to be repaid by the Investment LP. The Investment LP's secured loans are non-recourse subject to standard limited recourse provisions and are entered into by the subsidiaries of the Investment LP that own only the associated secured property. As a result, the liability for any such loan would typically be limited to the value of the associated secured property, including any restricted cash reserves or other amounts held by the applicable lenders, other than in certain instances which may obligate the Investment LP to incur certain costs or other amounts subject to certain performance conditions.

The Investment LP previously amended several of its loan agreements, deferred the payment of asset management fees and has continued to focus on maximizing net operating income ("NOI") at the Properties to preserve as much liquidity as possible. There are no assurances that the above aforementioned financing activities and remaining property dispositions will be successfully completed which indicates the existence of a material uncertainty that may cast doubt upon the Investment LP's ability to realize its assets and discharge its liabilities in the normal course of business and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that may be necessary if the Investment LP were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments, if required, may be material.

3. Material accounting policies

(a) Basis of consolidation:

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

the date control ceases. The financial statements of subsidiaries are prepared for the same reporting period as the Investment LP using consistent accounting policies.

The following significant entities operate as wholly owned subsidiaries of the Investment LP:

Starlight U.S. Residential (Multi-Family) Holding L.P. ("Holding LP"); and
Starlight U.S. Residential (Multi-Family) REIT Inc. ("U.S. MF REIT").

(b) Critical judgments and estimates:

(i) Accounting for acquisitions:

(ii) Financial instruments:

(iii) Investment properties:

B-10
9

B-11
10

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

(iv) Income taxes:

Temporary differences are differences that are expected to reverse in the future and arise from differences between accounting and tax asset values.

Certain subsidiaries of the Investment LP have net operating losses for U.S. tax purposes which may potentially be used to offset any income or gains generated by such subsidiaries of the Investment LP. These will be finalized at the time the final U.S. tax returns for the applicable entities are filed for the 2025 fiscal year.

(v) Carried interest:

The determination by the Investment LP as at the statement of financial position date as to whether a provision for carried interest should be recognized to the partners of the Starlight Investment Residential Partnership ("SIRP") is based, among other criteria, on the Fund's analysis of the equity attributable to Unitholders, distributions paid to Unitholders of the Fund since the formation of the Fund and the Fund's ability to meet the requirement to return the initial investment amount contributed by Partners. The terms of the carried interest are outlined in note 14(b). Subsequent to June 30, 2025, the Fund and the Investment LP announced a proposed agreement with the partners of the SIRP to extinguish any entitlements to these carried interest provisions which could have been payable by the Fund in future periods (note 25).

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

(d) Cash and restricted cash:

(e) Revenue recognition:

The Investment LP has retained substantially all the risks and benefits of ownership of its investment properties and therefore accounts for its leases with residents as operating leases.

(f) Finance costs:

(g) Financial instruments:

Financial assets are classified and measured based on one of the following three categories:

(i) Fair value through profit and loss ("FVTPL");
(ii) Fair value through other comprehensive income ("FVTOCI"); and
(iii) Amortized cost

Financial liabilities are classified and measured based on one of the following two categories:

(i) FVTPL; and
(ii) Amortized cost

B-12
11

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

The classification of financial assets at initial recognition depends on the financial assets' contractual cash flow characteristics and the Investment LP's business model for managing them.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:

For all financial assets, the Investment LP makes an assessment of the objective of the business model in which a financial asset is held in order to determine the appropriate classification.

In making this assessment, the Investment LP considers:

The Investment LP has made the following classifications and measurement determinations for its financial assets and liabilities:

Financial assets:	Classification/Measurement
Derivative financial instruments	FVTPL
Utility deposits	Amortized cost
Resident and other receivables	Amortized cost
Restricted cash	Amortized cost
Cash	Amortized cost
Financial liabilities:
Loans payable	Amortized cost
Preferred shares - U.S. REIT series A	Amortized cost
Resident rental deposits	Amortized cost
Finance costs payable	Amortized cost
Accounts payable and accrued liabilities	Amortized cost

B-13

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

Financial assets are derecognized when the contractual rights to the cash flows from financial assets expire or have been transferred.

Financial liabilities are discharged when the contractual obligations are discharged, canceled or expired.

(h) Income taxes:

Canadian status

U.S. status

Current taxes

The U.S. MF REIT, which is the underlying subsidiary of the Investment LP has made, and intends to maintain, an election to be treated as a real estate investment trust under the Code ("U.S. REIT"). In order for the U.S. REIT to qualify, and to maintain its status, as a real estate investment trust, it must meet a number of organizational and operational requirements, including a requirement to make annual distributions to its stockholders equal to a minimum of 90% of its taxable income, computed without regards to dividends paid deductions and net capital gains.

B-14
13

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

The U.S. REIT generally will not be subject to U.S. federal income tax on its taxable income to the extent such income is distributed as a dividend to its stockholders annually. The Investment LP believes that the U.S. REIT's organization, ownership, method of operations, future assets and future income will enable the U.S. REIT to continue to qualify as a real estate investment trust under the Code. Accordingly, no provision for U.S. federal income and excise taxes has been made with respect to the income of the U.S. REIT.

Deferred taxes

As at June 30, 2025, a deferred tax liability of $nil (December 31, 2024 - $nil) for the Investment LP was accrued based on a blended state and federal tax rate of 24.61%. Any deferred tax liability relates to the difference between the fair value of the investment properties and their tax basis as of June 30, 2025. The Investment LP will bear this tax liability on the disposition of the real estate directly or the Investment LP's interests in its U.S. subsidiaries, avoiding any tax filing obligations or payment of U.S. taxes by the Partners.

B-15
14

B-16
15

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

(i) Levies:

Levies are outflows from the investment properties imposed by a government in accordance with legislation. The Investment LP has assessed property taxes as being in the scope of International Financial Reporting Interpretations Committee Interpretation 21, Levies ("IFRIC 21"), given that property taxes are non-reciprocal charges imposed by a government, in accordance with the legislation, and based on property value. IFRIC 21 confirms that an entity shall recognize an asset if it has a prepaid levy but does not yet have a present obligation to pay that levy. The Investment LP has determined that the liability to pay property taxes is an obligating event to pay a levy at a point in time and therefore recognizes the liability and the expense at the time the obligation is crystallized, which is at the beginning of the fiscal year in most cases.

(j) Provisions:

4. Adoption of accounting standards

(a) Future accounting policy changes:

(i) IFRS 18 Presentation and Disclosure in Financial Statements:

(ii) IFRS 19 Subsidiaries without Public Accountability: Disclosures:

(iii) Amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures:

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

5. Dispositions

The following asset disposition was completed during the six months ended June 30, 2025. The fair value of consideration has been allocated to the identifiable assets and liabilities sold based on their fair values at the date of disposition as follows:

	Lyric
Disposition date	April 29, 2025
City, state/region	Las Vegas, Nevada
Investment properties	$ 103,500
Add:
Resident and other receivables	70
Prepaid expenses and other assets	85
Deduct:
Finance costs payable	(318)
Transaction costs(1)	(651)
Accounts payable and accrued liabilities	(74)
Resident rental deposits	(216)
Net proceeds from disposition before repayment of loans	102,396
Repayment of first mortgage for Lyric(2)	(86,697)
Net proceeds from disposition(3)	$ 15,699

(1) The Investment LP incurred transaction costs of $651 during the six months ended June 30, 2025, which were recorded to partnership expenses within the consolidated statement of loss and comprehensive loss (note 16).
(2) The Investment LP used the proceeds to repay the first mortgage for Lyric of $86,697 (note 11).
(3) The Investment LP utilized the remaining proceeds retained to fund existing operations from the disposition of Lyric to distribute amounts to the Partners of the Fund (note 11).

There were no dispositions during the year ended December 31, 2024.

6. Investment properties

The following table summarizes the change in the investment properties for the six months ended June 30, 2025 and year ended December 31, 2024:

Balance, January 1, 2024	$ 556,400
Additions	3,725
Fair value adjustment	(45,725)
Balance, December 31, 2024	$ 514,400
Dispositions (note 5)	(103,500)
Additions	1,552
Fair value adjustment	(30,652)
Balance, June 30, 2025	$ 381,800

The following table reconciles the cost base of the investment properties to their fair values:

	June 30, 2025	December 31, 2024
Cost	$ 572,987	$ 674,935
Cumulative fair value adjustment	(191,187)	(160,535)
Fair value	$ 381,800	$ 514,400

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

The key valuation assumptions for the investment properties are set out in the following table:

	June 30, 2025	December 31, 2024
Capitalization rate - range	4.80% - 5.31%	4.75% - 5.50%
Capitalization rate - weighted average	5.12 %	5.08 %

The Investment LP determined the fair value of each Property using a combination of direct capitalization and direct cash flow methods. The capitalized earnings reflect rental income from current leases and assumptions about rental income from future leases and occupancy reflecting market conditions at the reporting date, less future cash outflows in respect of such leases.

Weighted average	Change	June 30, 2025	December 31, 2024
Capitalization rate	10 bps increase	$ (7,314)	$ (9,931)
Capitalization rate	10 bps decrease	$ 7,606	$ 10,329

The impact of a one percent change in the NOI used to value the Properties as at June 30, 2025 would affect the fair value of the Properties by approximately $5,446 (December 31, 2024 - $6,391).

The Properties are considered as Level 3 assets under IFRS 13 - Fair value measurement due to the extent of assumptions required beyond observable market data to derive the fair values (note 23(b)).

Subsequent to June 30, 2025, the Investment LP completed the disposition of Eight at East and transfer of ownership of Emerson, respectively (note 25).

7. Derivative financial instruments

The following table represents derivative financial instruments presented as assets of the Investment LP:

	June 30, 2025	December 31, 2024
Interest rate caps	$ —	$ 1,488

The Investment LP utilized interest rate cap agreements to protect its interest costs on its variable rate loans as required by applicable lenders. The interest rate caps typically carry a notional amount equal to the amount of the loan outstanding at inception and a maturity date which generally coincides with the term of the loan. As the Investment LP has elected not to use hedge accounting, a realized fair value loss of $653 and $1,682 was recorded in finance costs in the consolidated statement of loss and comprehensive loss for the three and six months ended June 30, 2025 (June 30, 2024 - loss of $2,097 and $3,889), respectively.

B-18
17

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

A summary of the Investment LP's interest rate caps during the six months ended June 30, 2025 is presented in the table below:

Property name	Expiry date	Index(1)	Strike rate	Notional amount
Sunlake(2)	June 1, 2025	Term SOFR	1.75%	$ 75,000
Emerson	April 9, 2025	Term SOFR	2.75%	57,687
				$ 132,687

(1) The interest rate caps provided protection against increases from the one-month term Secured Overnight Financing Rate ("Term SOFR") above stipulated levels as noted above. Based on each of the existing loan agreements for the properties included above, the Investment LP would be obligated to purchase replacement interest rate caps upon expiration of the existing interest rate caps typically for a term covering up to the maturity date of the loan.
(2) Subsequent to June 30, 2025, the Sunlake loan payable was extended by one-year to June 1, 2026. As per the terms of the extension, the Investment LP is not required to purchase a replacement interest rate cap (note 25).

8. Resident and other receivables

The following table presents details of the resident and other receivables balance:

	June 30, 2025	December 31, 2024
Resident receivables(1)	$ 90	$ 97
Other receivables(1)	446	386
	$ 536	$ 483

(1) The Investment LP holds no collateral in respect of resident and other receivables.

9. Prepaid expenses and other assets

The following table presents details of the prepaid expenses balance:

	June 30, 2025	December 31, 2024
Prepaid insurance	$ 445	$ —
Prepaid expenses	60	8
	$ 505	$ 8

10. Restricted cash

The following table presents details of the restricted cash balance:

	June 30, 2025	December 31, 2024
Escrowed funds:
Property taxes(1)	$ 2,444	$ 2,984
Property insurance(1)	413	607
Replacement and repairs(1)	1,917	2,055
Interest reserve(2)	963	963
Restricted cash:
Security deposits(3)	593	817
	$ 6,330	$ 7,426

(1) Escrowed funds include cumulative amounts that are funded on a monthly basis into escrow with the Investment LP's lenders. These amounts are used to pay property taxes and insurance coming due within a 12-month period or repairs or upgrades at certain of the Properties. On April 29, 2025, the Fund completed the disposition of Lyric, and as a result, escrow funds held by the lender amounting to $247 were released by the lender (note 5).
(2) Interest reserve includes amounts funded into escrow with certain of the Investment LP's lenders which may be used to fund interest costs in future periods or released to the Investment LP subject to certain conditions of each individual loan payable. Subsequent to June 30, 2025, these amounts were released to the Investment LP upon repayment in full of the related loans payable (note 25).
(3) Security deposits relate to funds paid by residents that are specifically restricted until a resident exits a lease and are either refunded or applied to amounts due under their lease, as applicable.

B-19

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

11. Loans payable

Loans payable are secured against the applicable investment properties to which the loan relates and typically require interest only ("IO") payments until a specified date. Certain of the loans payable bear fixed interest rates except Emerson and Ventura. These loans bear interest at variable index rates based on the 30-day New York Federal Reserve Secured Overnight Financing Rate ("NY SOFR") or Term SOFR plus an interest rate spread. Under certain loans, the Investment LP had purchased an interest rate cap which provides for a maximum interest rate payable in the event the variable index rate is above the strike rate of the cap (note 7).

A summary of the Investment LP's loans payable is presented below:

Property(1)	Payment terms	Maturity date	Extension options(2)	Interest rate(3)	June 30, 2025		December 31, 2024
					Capital line available	Principal outstanding	Capital line available	Principal outstanding
Sunlake (a)	IO	June 1, 2026	N/A	8.56%	$ —	$ 75,000	$ —	$ 75,000
Indigo	IO	June 28, 2029	N/A	5.85%	—	62,223	—	62,223
Lyric (b)	IO	N/A	N/A	N/A	—	—	—	89,697
Emerson (c)	IO	April 9, 2025	N/A	Term SOFR + 2.60%	—	56,681	1,006	56,681
Eight at East (d)	IO	September 7, 2025	N/A	5.75%	—	64,225	—	64,225
Ventura (e)	IO	February 9, 2026	N/A	Term SOFR + 3.50%	—	95,950	—	94,623
Unsecured Financing (f)	IO	June 28, 2027	N/A	12.00%	—	19,576	—	18,865
Principal outstanding					$ —	$ 373,655	$ 1,006	$ 461,314
Unamortized financing costs						(1,563)		(2,460)
Carrying value						$ 372,092		$ 458,854
Breakdown of current versus non-current portion of carrying value:
Current(2)						$ 291,819		$ 89,663
Non-current						$ 80,273		$ 369,191

(1) The loans payable in the table above were primarily entered into on the date of acquisition of each respective Property owned by the Investment LP, with the exception of Emerson, unsecured financing and refinancing of Indigo. The Fund intends to make its credit facility available to Investment LP, following the proposed reorganization (note 25).

(2) Certain of the Investment LP's loans payable had contractual maturity dates within twelve months of June 30, 2025, whereby the Investment LP had extension options available to extend such applicable loans beyond such date, subject to meeting certain conditions as outlined in each applicable loan agreement. As at June 30, 2025, Sunlake, Emerson, Eight at East and Ventura loans payable were classified as current, due to the Investment LP exercising available extension options, where applicable. Loans payable of $291,819 (net of $36 of deferred financing costs) (December 31, 2024 - $89,663, net of $34 of deferred financing costs) were classified as current liabilities as they are due and payable within 12 months of the date of the consolidated statement of financial position.

(3) The Investment LP utilized interest rate cap agreements to protect its interest costs on variable rate loans as required by certain lenders. In the event the strike rate of the interest rate cap is below the variable index rate (Term SOFR or NY SOFR) at a monthly settlement date, the Investment LP's maximum interest rate payable would be equal to the credit spread plus the strike rate on the interest rate cap for each applicable loan. The terms of the applicable interest rate caps for the Investment LP are outlined in note 7.

(a) On July 17, 2025, the Sunlake loan payable was extended by one-year to June 1, 2026. As per the terms of the extension, the loan is subject to certain performance conditions during the remaining loan term and bears interest-only payments at a fixed rate of 8.56% per annum with any debt service shortfall, as defined therein, being accrued and deferred until maturity (note 25).

(b) On April 29, 2025, the Investment LP completed the disposition of Lyric (note 5) and used the proceeds to repay the outstanding loan principal balance of $86,697 and to pay additional amounts as distributions to the Partners.

(c) For the Emerson loan payable, certain extension conditions for the loans secured by Emerson were not achieved as of the initial maturity date of April 9, 2025. The Investment LP was pursuing good faith negotiations with the lenders to obtain a modification and extension of the loans secured by the Pledged Interests, in the entity that owns the property. However, subsequent to June 30, 2025, the Investment LP received the Notice from the Lender of the loans payable secured by the Pledged Interests. The Notice received expressed the Lender's right

B-20
19

B-21
20

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

to demand repayment of the borrowings secured by the Pledged Interests. In the absence of a negotiated modification and extension of such loan, the Lender had the right to exercise the remedies available to it under the loan agreement, including a foreclosure of the Pledged Interests. As a result, subsequent to June 30, 2025, the foreclosure proceedings were finalized through a public auction which resulted in the transfer of ownership of Emerson to a third party. The transfer of the Emerson resulted in no net proceeds to the Investment LP. The loans secured by Emerson did not carry cross-default provisions with any other property in the Investment LP (note 25).

(d) The Eight at East loan payable matured on May 7, 2025 and the Investment LP was unable to meet the conditions required to extend the term under the loan agreement. The loan maturity was further extended to September 7, 2025 as part of negotiations with the lenders. Subsequent to June 30, 2025, the Investment LP completed the disposition of Eight at East on August 12, 2025 and used the proceeds to repay the outstanding first mortgage of $64,225 (note 25).

(e) On May 1, 2024, the Investment LP amended the Ventura loan payable to extend the term to February 9, 2026, discharged its obligation to purchase a replacement interest rate cap and defer a portion of the debt service at the property, whereby the Investment LP can defer up to certain amounts per month subject to certain terms. The outstanding balance on any deferred amounts bears interest at 12.0% per annum, compounded monthly, which is accrued and payable at the time of repayment of such loan. Any accrued debt service costs or debt service shortfall funding which have been deferred and are payable upon maturity of the loan are included in interest expense within the consolidated statement of loss and comprehensive loss (note 17) with an offsetting amount added to the loans payable principal outstanding which during the three and six months ended June 30, 2025, amounted to $933 and $1,327, respectively. As at June 30, 2025 the Investment LP had accrued and deferred a total of $3,200 of debt service costs which are included in the principal balance outstanding reported at such date (December 31, 2024 - $1,873), whereby such amounts bear interest at 12.0% per annum and the remaining principal outstanding on the Ventura loan payable at that time of $92,750 bears interest at Term SOFR + 3.50%. On June 9, 2025, the Investment LP finalized the modification of the Ventura loan payable to reduce the Investment LP's monthly funding obligation for any debt service shortfall of the property to $75 per month, effective retroactively as of February 9, 2025.

(f) On June 28, 2024, a subsidiary of the Investment LP entered into an unsecured financing of $18,277 for a three-year term, bearing monthly interest only payments at a minimum of 4.0% per annum ("Unsecured Financing"). To the extent there is sufficient operating cash flow from the Investment LP's Indigo property after payment of any associated debt servicing costs for the first mortgage and the minimum 4.0% payment required under the Unsecured Financing, the monthly interest payment may increase up to a maximum of 12.0% per annum. To the extent the minimum monthly payment is less than the maximum 12.0% interest rate, the excess up to the maximum 12.0% interest rate is accrued and deferred to be payable upon maturity of the Unsecured Financing. Any accrued debt service costs or debt service shortfall funding which have been deferred and are payable upon maturity of the loan are included in interest expense within the consolidated statement of loss and comprehensive loss (note 17) with an offsetting amount added to the loans payable principal outstanding which during the three and six months ended June 30, 2025, amounted to $362 and $711, respectively. As at June 30, 2025 the Investment LP had accrued and deferred a total of $1,299 of debt service costs which are included in the principal balance outstanding reported at such date (December 31, 2024 - $588).

As at June 30, 2025, the Investment LP's loans payable had a weighted average term to maturity ("WATM") of 1.13 years (December 31, 2024 - 1.57 years) and a weighted average interest rate of 7.45% (December 31, 2024 - 6.10%). The weighted average interest rate is calculated includes the maximum 12.0% interest on the Unsecured Financing.

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

Future principal payments on loans payable are as follows:

	Principal payments	Balloon payments	Total
2025 - reminder of year(1)	$ —	$ 120,906	$ 120,906
2026	—	170,950	170,950
2027	—	19,576	19,576
Thereafter	—	62,223	62,223
Total	$ —	$ 373,655	$ 373,655

(1) The Investment LP has shown the principal payments herein based on the initial maturity date of such loan. As no extension options are available as of the date of these consolidated financial statements, the balloon payments are based on the subsequent repayment of the Investment LP's loans payable as a result of subsequent disposition of Eight at East (note 25).

12. Preferred shares - U.S. Real Estate Investment Trust series A

13. Accounts payable and accrued liabilities

The following table presents the details of accounts payable and accrued liabilities:

	June 30, 2025	December 31, 2024
Resident prepayments	$ 69	$ 78
Operating payables	1,470	1,187
Accrued property taxes(1)	2,257	1,816
Accrued asset management fees (note 19)	3,231	2,204
Excise tax and franchise tax payable	96	121
	$ 7,123	$ 5,406

(1) Accrued property taxes represent property taxes incurred but not yet paid for Properties up to the date of the consolidated statement of financial position. As a result of the requirements of IFRIC 21, property taxes are to be disclosed separately between either property tax expenses or fair value adjustment to IFRIC 21. The Investment LP recorded a property tax expense of $nil and $4,763 for the three and six months ended June 30, 2025 (June 30, 2024 - expense of $nil and $4,556), respectively and an IFRIC 21 fair value adjustment amounting to $1,104 and recovery of $2,467 for the three and six months ended June 30, 2025 (June 30, 2024 - adjustment of $1,139 and recovery of $2,278), respectively. Such amounts have been combined in the consolidated statement of loss and comprehensive loss and reported as property tax expense. Any given reporting period represents the actual property taxes incurred by the Investment LP in such reporting period.

14. Partners' equity

(a) Composition of partners' capital and beneficial ownership of the Investment LP:

Investment LP is owned by the Fund through class A limited partnership interests and an entity controlled by the Chief Executive Officer of the Investment LP, Daniel Drimmer, via class B limited partnership interests. Each class of membership interest is entitled to a share of any distributions and net assets of the Investment LP based on certain entitlements for each class. Subsequent to June 30, 2025, the Investment LP announced a proposed agreement for the extinguishment of any further carried interest liability, the Investment LP and its subsidiaries would have for any such amounts (note 25).

For the three and six months ended June 30, 2025, the Investment LP paid distributions of $10,069 to the Partners (June 30, 2024 - $8,520).

B-22
21

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

(b) Carried interest:

Subsequent to June 30, 2025, the Fund and the Investment LP announced a proposed agreement with the partners of the SIRP to extinguish any entitlements to the carried interest which could have been payable by the Fund in future periods (note 25).

As at June 30, 2025, the Fund had not recognized a provision for carried interest in its condensed consolidated interim financial statements (December 31, 2024 - $nil), resulting in no expense for the three and six months ended June 30, 2025 (June 30, 2024 - $nil).

Non-controlling interests

The following table summarizes the change in non-controlling interests for the six months ended June 30, 2025:

Balance, January 1, 2024	$ 51
Net loss attributable to Ventura non-controlling interest	(992)
Contributions from Ventura minority owner	327
Balance, December 31, 2024	(614)
Net loss attributable to Ventura non-controlling interest(2)	(725)
Contributions from Ventura minority owner(3)	27
Balance, June 30, 2025	(1,312)

(1) Given the Investment LP's 90% indirect ownership interest in Ventura, the Investment LP has control over Ventura and has wholly consolidated its financial position and results of operations in these consolidated financial statements.
(2) During the three and six months ended June 30, 2025, the proportionate share for the Ventura non-controlling interest revenues from property operations were $149 and $303 (June 30, 2024 - $158 and $316), property operating expenses were $37 and $74 (June 30, 2024 - $37 and $72) and finance costs were $193 and $382 (June 30, 2024 - $223 and $438), respectively. Net loss and comprehensive loss attributable to the non-controlling interest for the three and six months ended June 30, 2025 was $337 and $725 (June 30, 2024 - $109 and $107), respectively.
(3) During the six months ended June 30, 2025, contributions of $27 were accrued and due from Ventura minority owner.

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

16. Partnership expenses

Partnership expenses consist of the following:

	Three months ended		Six months ended
	June 30		June 30
	2025	2024	2025	2024
Asset management fees (note 19)	$ 473	$ 551	$ 1,026	$ 1,101
General and administrative expenses	18	10	66	15
Transaction costs (note 5)	651	—	651	—
	$ 1,142	$ 561	$ 1,743	$ 1,116

17. Finance costs

Finance costs consist of the following:

	Three months ended		Six months ended
	June 30		June 30
	2025	2024	2025	2024
Interest expense on loans payable(1)	$ 6,796	$ 6,400	$ 13,659	$ 12,734
Amortization of financing costs	430	488	1,021	1,160
Loss on early extinguishment of debt	—	94	—	94
Fair value change on derivative financial instruments (note 7)	653	2,097	1,682	3,888
	$ 7,879	$ 9,079	$ 16,362	$ 17,876

(1) During the three and six months ended June 30, 2025, interest expense on loans payable included debt service costs or debt service shortfall funding which had been deferred and were payable upon maturity of the loan which amounted to $1,295 and $2,038, respectively (note 11(e) and (f)).

18. Supplemental cash flow information

(a) Changes in non-cash operating working capital:

The following table presents the changes in non-cash operating working capital presented within the consolidated statement of cash flows:

	Three months ended		Six months ended
	June 30		June 30
	2025	2024	2025	2024
Utility deposits	$ 7	$ 20	$ 14	$ 20
Resident and other receivables	(101)	14	(53)	264
Prepaid expense and other assets	380	495	(497)	(545)
Resident rental deposits	(234)	6	(248)	20
Accounts payable and accrued liabilities	1,461	1,518	1,729	1,716
Total change in non-cash operating working capital	$ 1,513	$ 2,053	$ 945	$ 1,475

(b) Finance costs paid:

The following table presents the components of finance costs paid presented within the consolidated statement of cash flows:

	Three months ended		Six months ended
	June 30		June 30
	2025	2024	2025	2024
Interest expense paid	$ (4,705)	$ (6,645)	$ (11,101)	$ (12,959)
Financing costs incurred on loans payable	(46)	(4,867)	(319)	(5,435)
Total finance costs paid	$ (4,751)	$ (11,512)	$ (11,420)	$ (18,394)

B-24

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

Transactions with related parties

The consolidated financial statements include the following transactions with related parties:

(a) Pursuant to the management agreement dated November 15, 2021 (the "Management Agreement"), the Manager is to perform asset management services for fees equal to 0.35% of the sum of: the historical purchase price of the properties acquired in U.S. dollars and the cost of any capital expenditures in respect of the Investment LP's Properties since the date of acquisition by the Investment LP. Included in Partnership expenses were $473 and $1,026 in asset management fees charged by the Manager (note 16) for the three and six months ended June 30, 2025 (June 30, 2024 - $551 and $1,101), respectively. On January 1, 2024, the Manager agreed to defer the Investment LP's obligation to pay all asset management fees until further notice. As a result, the amount payable to the Manager as at June 30, 2025 was $3,231 (December 31, 2024 - $2,204), included in accounts payable and accrued liabilities (note 13).

(b) Pursuant to the Management Agreement, the Manager is entitled to receive an acquisition fee in respect of properties acquired, directly or indirectly, by the Investment LP as a result of such properties having been presented to the Investment LP by the Manager calculated as 1.0% of the purchase price of a multi-family property. For the three and six months ended June 30, 2025, the Investment LP did not incur acquisition fees (June 30, 2024 - $nil).

(d) Aggregate compensation to key management personnel was $nil for the three and six months ended June 30, 2025 as compensation of these individuals is paid by the Manager pursuant to the Management Agreement (June 30, 2024 - $nil).

Commitment and contingencies

At June 30, 2025, the Investment LP had no commitments for future minimum lease payments under non-cancellable operating leases. All future leases as of June 30, 2025 expire within 12 months. The Investment LP holds commitments to provide for carried interest when applicable and to distribute excess cash to Partners.

The Investment LP may be involved in litigation and claims in relation to the investment properties that arise from time to time in the normal course of business. In the opinion of management, as at the date of issuance of these consolidated financial statements none of these, individually or in aggregate, would result in the recognition of a liability that would have a significant adverse effect on the financial position of the Investment LP.

Segmented disclosure

B-25
24

B-26
25

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

22. Capital management

The Investment LP's first mortgages are subject to a minimum net worth covenants ranging from approximately $40,000 to $75,000 as defined in each applicable loan agreement. As at June 30, 2025, the Investment LP did not achieve the minimum net worth covenant for certain of the Investment LP's first mortgage loan agreements. The Investment LP's loans payable typically carry consolidated Investment LP minimum net worth and minimum liquidity covenants and typically have no specific financial covenants tied to the ongoing operations of the Property. As at June 30, 2025, the Investment LP was in compliance with all of its financial covenants other than the minimum net worth covenant as mentioned above. Certain of the Investment LP's loans also carry certain performance conditions which if not satisfied, may reduce the Investment LP's ability to defer a portion of any debt service amounts that the Investment LP otherwise may defer. As at June 30, 2025, the Investment LP had cash on hand of $6,296.

As at June 30, 2025, $291,856 of the Investment LP's loans payable had contractual maturity dates within twelve months of June 30, 2025. See note 23(c) for further details on liquidity risks of the Investment LP.

23. Risk management

The Investment LP's activities expose it to credit risk, market risk, liquidity risk and other risks. These risks and the actions taken to manage them are as follows:

(a) Credit risk:

At June 30, 2025, the Investment LP had accrued no allowance for uncollectible amounts as such amounts are written off directly against revenues at that time. During the three and six months ended June 30, 2025, the Investment LP recorded $28 and $28 of bad debts against revenues in the consolidated statement of loss and comprehensive loss (June 30, 2024 - $29 and $144), respectively.

The Investment LP continues to actively monitor the impact of interest rates and inflation may have on credit risks applicable to the Investment LP.

(b) Market risk:

Market risk is the risk that the fair value or future cash flows of financial assets or liabilities will fluctuate due to movements in market prices. The investment properties are subject to the risks associated with debt financing, including the risk that certain loans may not be refinanced on terms as favourable as those of the existing indebtedness, in the event that such refinancings occur in future periods. As at June 30, 2025, the Investment LP's investment properties have been reported at fair value which reflects the Investment LP's best estimate of future cash flows and capitalization rates applicable to the investment properties.

During the three and six months ended June 30, 2025, the Investment LP has adjusted the capitalization rates used in the valuation of its investment properties to ensure appropriate fair values are reflected as at June 30,

B-27
26

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

2025 (note 6). The adjustment in capitalization rates is reflective of third party appraisals as of December 31, 2024 as well as consideration of comparable sales transactions and changes which have occurred in the overall investment market for residential properties up to June 30, 2025. The period leading up to June 30, 2025 experienced limited comparable sales for the appraisers to rely on as a result of broader market conditions, including certain owners of multi-family properties delaying sales as a result of market uncertainty and concerns relating to elevated interest rates. The Manager will continue to evaluate comparable sales transactions as additional comparable sales data occurs under current market conditions.

Liquidity risk is the risk that the Investment LP may encounter difficulties in meeting its financial obligations as they come due. To mitigate the risk associated with liquidity, management's strategy is to ensure, to the extent possible, that it always has sufficient financial assets to meet its financial liabilities when they come due, by forecasting cash flows from operations and anticipated investing and financing activities. All of the Investment LP's current liabilities have contractual maturities of less than 12 months and are subject to normal trade terms. The contractual maturity of the loans payable is outlined in note 11.

24. Fair value measurement of financial instruments

Level 1 - quoted prices in active markets;
Level 2 - inputs other than quoted prices in active markets or valuation techniques where significant inputs are based on observable market data; and
Level 3 - valuation technique for which significant inputs are not based on observable market data.

The following summarizes the significant methods and assumptions used in estimating the fair values of the Investment LP's financial instruments:

The fair value of the Investment LP's financial assets, which include resident and other receivables, restricted cash and cash, as well as financial liabilities, which include resident rental deposits, accounts payable and accrued liabilities and finance cost payable approximate their carrying amounts due to their short-term nature (Level 1);
Derivative financial instruments are considered as Level 2 financial instruments; and
The fair value of loans payable is estimated based on the current market rates for debt with similar terms and conditions (Level 2). The fair value of the Investment LP's loans payable as at June 30, 2025 approximated their carrying value.

25. Subsequent events

On August 12, 2025 the Investment LP completed the disposition of Eight at East for $64,700 and repaid applicable first mortgage balance of $64,225.

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2025 and June 30, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

to demand repayment of the borrowings secured by the Pledged Interests. In the absence of a negotiated modification and extension of such loan, the Lender had the right to exercise the remedies available to it under the loan agreement, including a foreclosure of the Pledged Interests. As a result, on October 21, 2025, the foreclosure proceedings were finalized through a public auction which resulted in the transfer of ownership of Emerson to a third party. The transfer of the Emerson resulted in no net proceeds to the Investment LP and had no impact on the net asset value of the Investment LP. The loans secured by Emerson did not carry cross-default provisions with any other property in the Investment LP.

On October 10, 2025, Investment LP and the Fund announced a proposed reorganization transaction whereby Unitholders of the Fund would receive class A Units of Investment LP based on a defined exchange ratio and as a result, the former owners of the Fund and the class B limited partnership interests in the Investment LP would become the new owners of Investment LP and its subsidiaries.

On October 10, 2025, the Fund and Investment LP announced a proposed agreement with the partners of the SIRP for extinguishing any entitlements to the carried interest which could have been payable by the Fund in future periods. As a result, the Investment LP would no longer have an ongoing obligation for payments of a carried interest.

B-28
27

C-1

APPENDIX “C”

ANNUAL MANAGEMENT’S DISCUSSION AND ANALYSIS – INVESTMENT MF LP

See attached.

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following management's discussion and analysis ("MD&A") of the consolidated financial statements of Starlight U.S. Residential (Multi-Family) Investment LP (the "Investment LP") dated November 13, 2025 for the three months ended December 31, 2024 ("Q4-2024") and for the year ended December 31, 2024 ("YTD-2024") should be read in conjunction with the Investment LP's audited consolidated financial statements for the year ended December 31, 2024 and December 31, 2023 ("YTD-2023"), both of which have been prepared in accordance with International Financial Reporting Standards ("IFRS").

The Investment LP's presentation currency is United States ("U.S.") dollars. Unless otherwise stated, dollar amounts expressed in this MD&A are in thousands of U.S. dollars, except for per trust unit ("Unit") of the Starlight U.S. Residential Fund (the "Fund"), which is the ultimate parent of the Investment LP and average monthly rent ("AMR"). All references to "C$" are to Canadian dollars. Non-IFRS measures are reported throughout this MD&A. For further information on non-IFRS measures, please refer to the "Non-IFRS Financial Measures" section.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this MD&A constitute forward-looking information within the meaning of Canadian securities laws and which reflect the Investment LP's current expectations regarding future events, including the overall financial performance of the Investment LP and its properties (the "Properties"), the impact of elevated levels of inflation and interest rates, uncertainty surrounding U.S. tariffs, the ability of the Investment LP to repay indebtedness when due, and the Investment LP's capital management and liquidity measures. Forward-looking information is provided for the purposes of assisting the reader in understanding the Investment LP's financial performance, financial position and cash flows as at and for the periods ended on certain dates and to present information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes.

Forward-looking information may relate to future results, the impact of inflation levels and interest rates, acquisitions, financing, performance, achievements, events, prospects or opportunities for the Investment LP or the real estate industry and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, occupancy levels, AMR, taxes, and plans and objectives of or involving the Investment LP. Particularly, matters described in "Future Outlook" are forward-looking information. In some cases, forward-looking information can be identified by terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "seek", "aim", "estimate", "target", "goal", "project", "predict", "forecast", "potential", "continue", "likely", "schedule", or the negative thereof or other similar expressions concerning matters that are not historical facts.

Forward-looking statements involve known and unknown risks and uncertainties, which may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities may not be achieved. Those risks and uncertainties include: the extent and sustainability of potential higher levels of inflation and the potential impact on the Investment LP's operating costs; the impact of any tariffs and retaliatory tariffs on the economy; the pace at which and degree of any changes in interest rates that impact the Investment LP's weighted average interest rate may occur; the changes in government legislation or tax laws which would impact any potential income taxes or other taxes rendered or payable with respect to the Properties or the Investment LP's legal entities; the impact of elevated interest rates and inflation as well as supply chain issues have on new supply of multi-family communities; the realization of property value appreciation and the timing thereof; the extent to which favorable operating conditions achieved during historical periods may continue in future periods; the applicability of any government regulation concerning the Investment LP's residents or rents; the Investment LP's ability to continue as a going concern; and the availability of debt financing or ability of the Investment LP to extend loans as loans payable become due including any impact such extensions may have on the Investment LP's ability to hold such properties until the manager (as defined below) desires to sell such properties. A variety of factors, many of which are beyond the Investment LP's control, affect the operations, performance and results of the Investment LP and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results.

There are numerous risks and uncertainties which include, but are not limited to, risks related to the Investment LP's partners' capital ("Partners' Capital") and risks related to the Investment LP and its business. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements as there can be no assurance actual results will be consistent with such forward-looking statements. Although the Investment LP believes the expectations reflected in such forward-looking information are reasonable and represent the Investment LP's projections, expectations and beliefs at this time, such information involves known and unknown risks and uncertainties which may cause the Investment LP's actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking information. Important factors that

1 The metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "Non-IFRS Financial Measures").

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

could cause actual results to differ materially from the Investment LP's expectations include, among other things, the availability of suitable properties for purchase by the Investment LP, the availability of mortgage financing including the ability of the Investment LP to refinance or extend existing loans payable on favorable terms including any impact such extensions may have on the Investment LP's ability to hold such properties until the manager (as defined below) desires to sell such properties, and general economic and market factors, including interest rates, inflation, business competition and changes in government regulations or in tax laws. See the "Risks and Uncertainties" section and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information, as there can be no assurance that actual results will be consistent with such forward-looking information.

Information contained in forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances, including the following: the impact of elevated levels of inflation on the Investment LP's operating costs; the impact of future interest rates on the Investment LP's financial performance; the availability of debt financing as loans payable become due and any resulting impact on the Investment LP's liquidity; the applicability of any government regulation concerning the Investment LP's residents or rents; the realization of property value appreciation and timing thereof; the inventory of residential real estate properties; the availability of residential properties for potential future acquisition, if any, and the price at which such properties may be acquired; the ability of the Investment LP to benefit from any value add program the Investment LP conducts at certain properties; the price at which the Properties may be disposed and the timing thereof; closing and other transaction costs in connection with the acquisition and disposition of the Properties; the extent of competition for residential properties; the impact of interest costs, inflation and supply chain issues have on new supply of multi-family communities; the extent to which favorable operating conditions achieved during historical periods may continue in future periods; the growth in net operating income ("NOI")¹ generated and from its value-add initiatives; the population of residential real estate market participants; assumptions about the markets in which the Investment LP operates; expenditures and fees in connection with the maintenance, operation and administration of the Properties; the ability of Starlight Investments US AM Group LP or its affiliates (the "Manager") to manage and operate the Properties or achieve similar returns to previous investment funds managed by the Manager; the global and North American economic environment; foreign currency exchange rates; the ability of the Investment LP to realize the estimated gap in market versus in-place rents ("Estimated Gap to Market Versus In-Place Rents")¹ through future rental rate increases; and governmental regulations or tax laws. Given this period of uncertainty, there can be no assurance regarding: (a) the Investment LP's ability to mitigate such impacts; (b) credit, market, operational, and liquidity risks generally; (c) the Manager or any of its affiliates will continue its involvement as asset manager of the Investment LP in accordance with its current asset management agreement; and (d) other risks inherent to the Investment LP's business and/or factors beyond its control which could have a material adverse effect on the Investment LP.

The forward-looking information included in this MD&A relates only to events or information as of the date on which the statements are made in this MD&A. Except as specifically required by applicable Canadian securities law, the Investment LP undertakes no obligation to update or revise publicly any forward-looking information, whether because of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

NON-IFRS FINANCIAL MEASURES

Certain terms used in this MD&A such as adjusted funds from operations ("AFFO"), AMR, adjusted net income and comprehensive income ("Adjusted Net Income and Comprehensive Income"), cash provided by operating activities including interest costs, economic occupancy, physical occupancy, Estimated Gap to Market Versus In-Place Rents, funds from operations ("FFO"), gross book value ("Gross Book Value"), indebtedness ("Indebtedness"), indebtedness coverage ratio ("Indebtedness Coverage Ratio"), indebtedness to gross book value ("Indebtedness to Gross Book Value"), interest coverage ratio ("Interest Coverage Ratio") and NOI are not measures defined under IFRS as prescribed by the International Accounting Standards Board, do not have standardized meanings prescribed by IFRS and should not be construed as alternatives to net loss and comprehensive loss, cash flow from operating activities or other measures of financial performance calculated in accordance with IFRS. AFFO, AMR, Adjusted Net Income and Comprehensive Income, cash provided by operating activities including interest costs, economic occupancy, physical occupancy, Estimated Gap to Market Versus In-Place Rents, FFO, Gross Book Value, Indebtedness, Indebtedness Coverage Ratio, Indebtedness to Gross Book Value, Interest Coverage Ratio, and NOI as computed by the Investment LP may not be comparable to similar measures as reported by other issuers or companies in similar or different industries. The Investment LP uses these measures to better assess the Investment LP's underlying performance and provides these additional measures so that investors may do the same.

¹ The metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "Non-IFRS Financial Measures").

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

Adjusted Net Income and Comprehensive Income is defined as net loss and comprehensive loss in accordance with IFRS before deferred taxes and provisions for carried interest plus amortization of financing costs and loan premiums, fair value adjustments on derivative instruments, distributions to Partners (as defined below), less finance income and adjusted for other non-cash items. Other non-cash items include unrealized foreign exchange gains and losses. Adjusted Net Income and Comprehensive Income is used in calculating certain ratios described below.

AFFO is defined as FFO subject to certain additional adjustments, including: (i) amortization of fair value mark-to-market adjustments on loans assumed; (ii) amortization of financing costs; (iii) deduction of a reserve for normalized maintenance capital expenditures and suite make ready costs, as determined by the Manager; (iv) vacancy costs associated with any suite upgrade program; and (v) any accrued interest costs or debt service shortfall funding provided by lenders that are deferred and payable upon maturity of the applicable loan payable. Other adjustments may be made to AFFO as determined by the Manager. AFFO is presented in this MD&A as the Manager considers this non-IFRS measure to be an important performance measure to determine the possibility and sustainability of future distributions paid to Partners (as defined below) after a provision for maintenance capital expenditures. AFFO should not be interpreted as an indicator of cash generated from operating activities, as it does not consider changes in working capital. AFFO has not been calculated in accordance with the Real Property Association of Canada ("RPAC") definition, as the Investment LP adjusts for non-cash items to better measure the possibility and sustainability of future distributions. This MD&A does not include a presentation of adjusted cash flow from operations as defined by RPAC. The most comparable IFRS measures for AFFO are cash flow from operating activities and net loss and comprehensive loss.

AMR is defined as the total in place rents divided by the total number of suites occupied as at the reporting date.

Cash provided by operating activities including interest costs, is a measure of the amount of cash generated from operating activities including interest costs, and is presented in this MD&A as the Manager considers this non-IFRS measure when determining the sustainability of future distributions paid to Partners (as defined below)

Economic occupancy is calculated by taking effective net rent after considering vacancy and concessions and dividing by gross potential rent. The Investment LP considers this an important operating metric to evaluate the extent to which revenue potential is being realized. The Investment LP also uses physical occupancy, which is calculated by taking the number of occupied suites as at the reporting date divided by the total number of suites owned by the Investment LP as at the reporting date.

Estimated Gap to Market Versus In-Place Rents is defined as the estimated market rent for each applicable property divided by the applicable AMR for each property.

FFO is defined as net loss and comprehensive loss in accordance with IFRS, excluding fair value adjustments of the investment properties, fair value adjustments on derivative instruments, distributions to Partners (as defined below) classified as equity, deferred income tax expense, realized or unrealized foreign exchange gains and losses, provisions for carried interest and any amounts allocated to the non-controlling interest. FFO is a measure of operating performance based on the funds generated from the business before reinvestment or provision for other capital needs. FFO is presented in this MD&A as the Manager considers this non-IFRS measure to be an important measure of operating performance and is calculated in accordance with RPAC. The most comparable IFRS measures for FFO are cash flow from operating activities and net loss and comprehensive loss.

Gross Book Value is defined as the fair market value of the investment properties as determined in accordance with IFRS. Gross Book Value is presented in this MD&A as the Investment LP considers this non-IFRS measure to be an important measure of the Investment LP's financial condition. The most comparable IFRS measure for Gross Book Value is investment properties.

Indebtedness is defined as the principal amount of loans payable outstanding as at a specific reporting date. Indebtedness is presented in this MD&A as the Manager considers this non-IFRS measure to be an important measure of the Investment LP's financial condition. The most comparable IFRS measure for Indebtedness is loans payable.

Indebtedness Coverage Ratio is defined as Adjusted Net Income and Comprehensive Income plus interest expense divided by interest (excluding any accrued interest costs or debt service shortfall funding provided by lenders that are deferred and payable upon maturity of the applicable loan payable) and mandatory principal payments on the Investment LP's loans payable for a specified reporting period. Generally, a higher Indebtedness Coverage Ratio demonstrates a stronger ability to satisfy the Investment LP's debt service obligations. Indebtedness Coverage Ratio is presented in this MD&A as the Manager considers this non-IFRS measure to be an important measure of the amount of cash flow available to meet annual principal and interest payments and ultimately the ability of the Investment LP to make cash distributions to Partners (as defined below).

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Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

Indebtedness to Gross Book Value is defined as the Investment LP's Indebtedness divided by the Gross Book Value of the Properties. Indebtedness to Gross Book Value is presented in this MD&A as the Manager considers this non-IFRS measure to be an important measure of the Investment LP's financial condition.

Interest Coverage Ratio is defined as Adjusted Net Income and Comprehensive Income plus interest expense divided by interest expense (excluding any accrued interest costs or debt service shortfall funding provided by lenders that are deferred and payable upon maturity of the applicable loan payable). Generally, a higher Interest Coverage Ratio indicates a lower credit risk. Interest Coverage Ratio is presented in this MD&A as the Manager considers this non-IFRS measure to be an important measure of the amount of cash flow available to meet annual interest payments and ultimately the ability of the Investment LP to make cash distributions to Partners (as defined below).

NOI, or Adjusted Income from Operations, is defined as all property revenue, less direct property costs such as utilities, property taxes (International Financial Reporting Interpretations Committee 21 - Levies ("IFRIC 21") adjustment included in each reporting period), repairs and maintenance, on-site salaries, insurance, bad debt expenses, property management fees, and other property specific administrative costs. NOI Margin is defined as NOI divided by revenue from property operations. NOI and NOI Margin are presented in this MD&A as the Manager considers these non-IFRS measure to be important measures of the Investment LP's operating performance and uses these measures to assess the Investment LP's property operating performance on an unlevered basis. The most comparable measure to IFRS is net loss and comprehensive loss.

Reconciliations of net loss and comprehensive loss to FFO and AFFO are provided herein at "Non-IFRS Financial Measures – FFO and AFFO". In addition, a reconciliation of cash provided by operating activities including interest costs to AFFO is provided herein at "Non-IFRS Financial Measures – FFO and AFFO", and a reconciliation of NOI from the financial statement presentation of revenue, property operating costs and property taxes is provided herein at "Financial and Operational Highlights".

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Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

FUTURE OUTLOOK

Since early 2022, concerns over elevated levels of inflation have resulted in a significant increase in interest rates with the U.S. Federal Reserve raising the Federal Funds Rate by approximately 525 basis points. During the third quarter of 2024, the U.S. Federal Reserve reduced the Federal Funds Rate by 50 basis points and in November 2024, December 2024 and September 2025, respectively, reduced the rate by a further 25 basis points during each such period leading to a rate of approximately 400 basis points as at the date of this MD&A. Short-term interest rate increases typically lead to increases in borrowing costs for the Investment LP, reducing cash flow, given that the Investment LP primarily employs a variable rate debt strategy in order to provide maximum flexibility upon the eventual sale of the Properties. Similarly, as interest rates drop, the Investment LP's floating rate debt can benefit from such reductions. Historically, investments in multi-family properties have provided an effective hedge against inflation given the short-term nature of each resident lease which has been somewhat reflected in the rent growth achieved at the Properties.

Although inflation has reduced significantly from its peak, markets and the Federal Reserve continue to closely monitor inflation and unemployment figures as well as the potential impacts of anticipated changes to legislation and regulation resulting from the recent U.S. election that may impact the future outlook for interest rates. Although operating fundamentals have been favorable as evidenced by the operating results achieved by the Investment LP during 2023 and 2024 and short-term rates have begun declining in recent periods providing some benefit to the short-term cash flow of the Investment LP, long-term U.S. treasuries have continued to be volatile and increased from approximately 3.80% as at September 30, 2024 to approximately 4.57% as at December 31, 2024. Capitalization rates typically correlate to changes in long-term interest rates and during the three months ended December 31, 2024, the increase in long-term U.S. treasury yields reduced investment transaction volumes and negatively impacted on the Investment LP's third-party appraisals which were used to value the Investment LP's investment properties and resulted in a reduction in the reported values during the quarter due to an expansion in capitalization rates.

The Investment LP strives to maintain strong and collaborative relationships with its lenders but the elevated level of interest rates and associated impact on capitalization rates mentioned above had a negative impact on the Investment LP's overall leverage position and debt service coverage ratio, both of which are typical financial benchmarks required to extend certain loans. As a result, these changes may impact the Investment LP's ability to exercise certain extension options available under existing loans payable. As at December 31, 2024, $285,603 of the Investment LP's loans payable (relating to four of its six properties owned) had contractual maturity dates within twelve months of December 31, 2024 whereby the Investment LP has the option to extend such loans with the existing lenders subject to such loans achieving certain conditions (including maximum leverage and minimum debt service coverage ratios noted) and the Investment LP anticipates that it will not meet these extension conditions in certain instances. Under the terms of each applicable loan agreement, the Investment LP has the right to make a principal repayment towards such loan in order to achieve the extension tests that otherwise may not be achieved. Given the Investment LP is a subsidiary of the Fund, which was formed as a "closed-end" investment vehicle, the Fund and the Investment LP are restricted from raising any additional equity, which may have otherwise assisted in making any principal repayments of the loans payable in order to meet certain extension conditions. In the event the Investment LP is not able to refinance the loan or if the Investment LP does not have sufficient liquidity or other sources of capital sufficient to make any such principal repayments required to achieve the applicable loan extension tests and the Investment LP is not able to otherwise negotiate an extension of such loan, the applicable lender may provide formal notice of an event of default expressing its right to demand repayment of the borrowings relating to such property. Under this scenario, the Investment LP may be obligated to sell such properties which may not be able to be completed on terms that are acceptable to the Investment LP or may be required to explore other options in the best economic interests of the Investment LP in order to discharge its obligations under any of the applicable loan agreements. The Investment LP's loans payable do not carry cross-default provisions.

For two of the Investment LP's six properties, the third-party appraised value used to value those properties as at December 31, 2024 was lower than the principal outstanding for the loan secured by such property and as a result, the sale of those properties may not be sufficient to repay those loans in full. The Investment LP's secured loans are non-recourse subject to standard limited recourse provisions and are entered into by the subsidiaries of the Investment LP that own only the associated secured property. As a result, the liability for any such loan would typically be limited to the value of the associated secured property other than in certain instances which may obligate the Investment LP to incur certain costs or other amounts subject to certain performance conditions.

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Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

construction of comparable communities in the Primary Markets that would otherwise have been delivered in the second half of 2025 or 2026. This potential reduction in construction may create a temporary imbalance in the supply of comparable multi-suite residential properties in future periods. This imbalance, alongside the continued economic strength and solid fundamentals may be supportive of favourable supply and demand conditions for the Properties in future periods and could result in future increases in occupancy and rent growth.

The Investment LP previously amended several of its loan agreements, deferred the payment of asset management fees and has continued to focus on maximizing NOI at the Properties to preserve as much liquidity as possible. There are no assurances that the above aforementioned financing activities and property dispositions will be successfully completed which indicates the existence of a material uncertainty that may cast doubt upon the Investment LP's ability to realize its assets and discharge its liabilities in the normal course of business and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The Investment LP's consolidated financial statements for the year ended December 31, 2024 do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that may be necessary if the Investment LP were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments, if required, may be material.

During this period of capital markets uncertainty, the Investment LP may also enter into additional financing, evaluate potential asset sales to allow the Investment LP to maintain sufficient liquidity or evaluate other alternatives in the best economic interests of the Partners (as defined below) in order to provide the Investment LP with the opportunity to capitalize on more robust market dynamics with the goal of maximizing the total return for investors.

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Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

INVESTMENT OVERVIEW, OBJECTIVES AND STRATEGY

The Investment LP is a limited partnership formed under and governed by the laws of the Province of Ontario, pursuant to an amended and restated limited partnership agreement (the "LPA"). The Investment LP is owned by the Fund formed under and governed by the laws of the Province of Ontario, pursuant to an amended and restated declaration of trust dated as of October 28, 2021 ("Declaration of Trust") and an entity ultimately controlled Starlight Group Property Holdings Inc. ("Starlight Group") and a Trustee and Chief Executive Officer of the Fund, Daniel Drimmer (collectively, the "Partners"). The registered office of the Investment LP is located at 3280 Bloor Street West, Centre Tower, Suite 1400, Toronto, Ontario M8X 2X3.

On November 15, 2021, the Investment LP had equity contributed by the Partners which included the Fund contributing a portion of the proceeds of its initial public offering (the "Offering"), which was completed on the same day. The Offering, together with a concurrent private placement of class I trust units, for aggregate gross proceeds of $249,568 by issuing the Units of the Fund comprised of: 3,422,689 class A Units, 3,430,000 class C Units (including 750,000 Class B Units of the Investment LP (the "Class B LP Units") assumed to be converted into class C Units for this purpose), 10,923,370 class D Units, 6,561,866 class F Units and 3,500,000 class I Units at a price of C$10.00 per Unit and 699,990 class E Units, 801,485 class G Units and 1,188,200 class U Units, at a price of $10.00 per Unit. The class A and class U Units distributed under the Offering were listed on the TSX Venture Exchange under the symbols SURF.A and SURF.U, respectively. Class A, C, D, F, I and Class B LP Units are Canadian dollar denominated Units and class E, G and U are U.S. dollar denominated Units. Conversions can be made between certain classes of Units based on conversion ratios calculated consistent with the Declaration of Trust.

Following completion of the Offering on November 15, 2021, the Investment LP acquired Bainbridge Sunlake ("Sunlake") and Indigo Apartments ("Indigo") consisting of a combined 757 multi-family suites in Tampa, Florida and Raleigh, North Carolina, respectively. The Investment LP subsequently acquired Lyric Apartments ("Lyric") and Emerson at Buda ("Emerson"), consisting of 376 and 304 suites in Las Vegas, Nevada and Austin, Texas on November 16, 2021 and December 21, 2021, respectively. During 2022, the Investment LP acquired Eight at East, comprising 264 suites in Orlando, Florida and acquired a 90% interest in Ventura Mezz LLC (the remaining 10% interest in Ventura Mezz LLC is owned by an affiliate of the Manager), which indirectly owns The Ventura ("Ventura"), comprising 272 suites in Phoenix, Arizona.

The Investment LP's Investment Strategy:

The Investment LP was established for the primary purpose of directly or indirectly acquiring, owning and operating a portfolio primarily comprised of income-producing residential multi-family real estate properties that demonstrate value based on pricing and local supply and demand trends to achieve the Investment LP's target metrics or that can achieve significant increases in rental rates as a result of undertaking high return, value-add capital expenditures and active asset management, and are located in the Primary Markets, with a particular focus on the suburban areas of the primary submarkets, being Atlanta, Georgia; Austin, Texas; Boise, Idaho; Charleston, South Carolina; Charlotte, North Carolina; Dallas, Texas; Denver, Colorado; Houston, Texas; Las Vegas, Nevada; Miami, Florida; Nashville, Tennessee; Orlando, Florida; Phoenix, Arizona; Portland, Oregon; Raleigh, North Carolina; Salt Lake City, Utah; San Diego, California; Seattle, Washington; and Tampa, Florida ("Primary Submarkets"). The Manager believes the U.S. residential multi-family real estate sector presents a compelling investment opportunity and provides competitive long-term returns when compared to other real estate asset classes.

The Investment LP's investment objectives are to:

Directly or indirectly acquire, own and operate a portfolio primarily composed of income-producing residential multi-family properties that demonstrate value based on pricing and local supply and demand trends to achieve the Investment LP's target metrics and are located in the Primary Markets, with a particular focus on the suburban areas of Primary Submarkets;
Make stable monthly cash distributions; and
Increase NOI through active asset management, which may include high return, value-add capital expenditures, lease up of non-stabilized properties, utilizing revenue management software to increase rental rates, revenue enhancement through ancillary income opportunities and operating expense reductions through, best-in-class property management and economies of scale, with the goal of ultimately directly or indirectly disposing of its interests in the assets.

The Manager targets acquisitions in the Primary Markets, with a particular focus on the suburban areas of the Primary Submarkets, where markets feature:

(a) compelling employment, population, and economic growth rates;
(b) 'landlord friendly' legal environments; and
(c) comfortable climates and quality of life.

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

ACQUISITION OF U.S. RESIDENTIAL REAL ESTATE

Identify acquisition opportunities in the U.S. residential market through the Manager's strong pipeline of exclusive acquisition opportunities by leveraging the Manager's relationships with principals, operators, and brokers located in the Investment LP's target markets and by its ability to source "off market" opportunities.
Target residential assets that are:

(a) garden and wrap-style, suburban, Class "A" institutional quality multi-family properties that demonstrate value based on pricing and local supply and demand trends to achieve the Investment LP's target metrics or that can achieve significant increases in rental rates as a result of undertaking high return, value-add capital expenditures and active asset management;

(b) suburban and have a vintage of 1990 or later, with no less than 200 suites to ensure economies of scale;

(c) strategically located properties in the Primary Markets, with a particular focus on the suburban areas of the Primary Submarkets, with strong long-term job, population and economic growth rates;

(d) strategically located properties within their respective suburban submarkets with barriers to new development; and

(e) stabilized, with the potential to benefit from an active asset management strategy or non-stabilized, with significant value upside.

Complete a comprehensive due diligence program, including cash flow and value-add return modeling, operating expense reviews, and, where applicable, third-party reports including market studies, structural and environmental assessments and appraisals.
Conduct a broad canvass of the lending community, including lenders with whom the Manager enjoys long-term relationships, to secure debt financing on competitive terms.
Explore, from time to time, co-investment opportunities involving the Investment LP and one or more co-investors.

ASSET VALUE ENHANCEMENT THROUGH ACTIVE ASSET MANAGEMENT STRATEGY

Utilize the Manager's network to source attractive future acquisitions from private equity funds, operators, and other real estate asset managers.
Increase rental rates through value-add capital improvement programs, including:

(a) targeted value-add capital expenditures of US$2,500 to US$15,000 per rental suite (e.g. kitchens, bathrooms, flooring, etc.);

(b) US$500,000 to US$1,500,000 for common area upgrades (e.g. clubhouses and resident amenity spaces), as well as modernization improvements; and

Implement revenue management software and seek ancillary income opportunities (e.g. ancillary fees on new leases, bulk cable, door-to-door waste pick-up service, smart home technology, pet rent, garage rent, storage rental fees, washers and dryers, implementation of identification and verification programs and package handling solutions for package delivery to residents) where achievable.
Reduce operating expenses such as staffing, maintenance contracts, advertising, general and administrative expenses and insurance through economies of scale.
Utilize reputable best-in-class U.S. based property managers.

VALUE REALIZATION THROUGH STRATEGIC DISPOSITIONS

Asset value increases are expected by the Manager to be realized through a combination of NOI growth, through, among other things, active asset management and capital expenditures resulting in increased rental rates, and a pricing premium on the aggregated portfolio.
The Manager, on behalf of the Investment LP, may execute dispositions, directly or indirectly on a single asset or portfolio basis through private and public market transactions to maximize value.
The private real estate investment market and the public capital markets will be monitored to seek an exit strategy that can be executed with a view towards maximizing disposition proceeds.

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Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Starlight Group and the Manager, collectively referred to as "Starlight", are committed to adopting a comprehensive approach to environmental, social and governance ("ESG") practices for all entities within the Starlight group, embedding these principles into every aspect of Starlight's business, with the intention of driving long-term value. In 2023, Starlight's Canadian multi-family portfolio ranked first overall in the Global Real Estate Sustainability Benchmark (the "GRESB") Residential Peer Group for a second year in a row and in 2024, it ranked second. In addition, in 2022, Starlight was recognized with the Environmental Excellence Award for work in addressing environmental and sustainability issues by the Federation of Rental Housing Providers of Ontario.

ESG disclosure standards

Starlight's ESG strategy and programs are aligned with external standards and best practices, including the Global Reporting Initiative Sustainability Reporting Standards, and GRESB. Starlight has also taken guidance from the International Sustainability Standards Board's IFRS Sustainability Standards S1 General Requirements for Disclosure of Sustainability-related Financial Information and S2 Climate-related Disclosures. These standards help shape the Investment LP's commitments and ensure accountability in its data, initiatives and goals.

Starlight's commitments are aligned with the United Nations' Sustainable Development Goals ("SDGs") – a set of integrated goals that call on countries and industries to help end poverty, protect the planet and ensure peace and prosperity. Our ESG strategy at Starlight contributes to the following UN SDGs:

Importance of ESG

Starlight has engaged its stakeholders to determine the ESG topics that are most important to its investors, partners, affiliates and communities, and where Starlight has a significant impact. Conducting this exercise helps to determine which topics are most relevant for Starlight to address and which contribute to advancing its purpose of investing with impact. The resulting matrix is a cumulative product of extensive research, workshops, one-on-one discussions and data cross-referencing from across the real estate industry.

Environmental impact

Carbon emissions and
Energy efficiency
Circularity and resources
Low-carbon infrastructure
Resilience
Materials
Biodiversity

Social Impact

Employee well-being and
Community well-being and engagement
Inclusion, Diversity, Equity and Allyship ("IDEA")
Affordability
Community engagement
Partnerships
Indigenous Relations

Governance

Cybersecurity
Corporate governance
Certifications and reporting standards
Risk management
Regulations

This matrix has assisted the Investment LP to develop a strategy that embeds ESG in every aspect of its business, including operations, investment activities and corporate functions, which:

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Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

(a) promote resource efficiency, reducing costs and minimize environmental degradation;
(b) increase property values, contributing to stakeholder satisfaction, and drive long-term net asset value growth for Partners;
(c) enhance the appeal of the Properties, helping to attract and retain residents and build lasting collaborative relationships; and
(d) manage risk and comply with evolving regulations, insurance requirements, enhancing operations, management, and governance practices.

ESG commitment

Starlight's core ESG commitments are as follows:

People and Culture	Social Impact	Operations and Development	Transparency and accountability
To attract and retain top talent and foster a diverse and inclusive culture where individuals can thrive.	To bring value to local communities, enhance resident well-being and provide healthy and equitable living and working spaces.	To create and maintain low-carbon, resource efficient, resilient spaces and complete communities.	To demonstrate transparency in its governance practices and proactively respond to existing and future risks.

ESG AS IT RELATES TO THE INVESTMENT LP

Pursuant to the mandate of board of directors of the Investment LP ("the Board"), in addition to specific governance matters, the Board oversees and monitors the Investment LP's general strategy, policies and initiatives related to the environmental and social matters and the alignment of the strategy with the Investment LP's overall business objectives and at least annually reviews the same. As the Investment LP's term is not expected to continue beyond 2050, the 2050 net carbon emissions target is not applicable and as a result the Investment LP has not disclosed long-term initiatives and targets surrounding ESG.

Although the Investment LP has not published long-term initiatives and targets surrounding ESG, the Manager continues to evaluate ways to integrate ESG into the Investment LP's performance.

The Investment LP is committed to strong governance practices. It continues to review and enhance its governance policies to align with the Investment LP's strategic direction, regulatory and ESG requirements and sound governance practices. The following are some of the highlights of its governance policies and practices:

1/3 of the Board are women
Board is responsible for the oversight of the ESG strategy and ESG initiatives developed by management
Code of business conduct and ethics that promotes honest and ethical conduct between the directors, officers and employees of the Investment LP's asset manager
Independent directors are not overboarded
Board mandate and committee charters are regularly reviewed to ensure they remain current

The Investment LP strives to understand and address the social impact of its business. The Investment LP's initiatives extend beyond financial success to encompass the well-being of its employees, residents' communities and the environment. The Investment LP has introduced many social initiatives through Starlight including summer internship programs, ESG workshops, resident relief programs, partnerships with humanitarian aid agencies and IDEA. During 2023 and into Q4-2024, the Investment LP held social events at its Properties that included holiday celebrations, nutrition events, fitness classes and monthly food socials for the residents.

Risks related to ESG

For information on detailed risks related to ESG, please refer to the "Risks and Uncertainties" section.

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Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

PORTFOLIO SUMMARY

The Investment LP's Properties are located in suburban areas of the Primary Markets within close proximity to major employment centres and attractive resident amenities including shopping and entertainment centres. Each Property has a mix of studio, one-bedroom, two-bedroom and three-bedroom suites as well as townhomes at certain Properties with the mix of suite types typically varying to align with the local resident demographics at each Property. Further details on the Properties can be found on the website at www.starlightinvest.com under the Fund's profile.

An overview of the Properties owned as at December 31, 2024 is presented in the table below:

Property	Address	Distance to downtown^{(1)}	Primary Markets	Suites	Vintage	Rentable area^{(2)}	Avg. suite area^{(3)}	Land area (acres)	Date acquired
Sunlake	2700 Summershine St., Land O' Lakes	32	Tampa, Florida	268	2021	271,646	1,014	20.0	11/15/2021
Indigo	100 Adelaide Cir, Morrisville	25	Raleigh, North Carolina	489	2005	400,340	819	41.3	11/15/2021
Lyric	304 East Silverado Ranch Blvd, Las Vegas	17	Las Vegas, Nevada	376	2014	407,462	1,084	18.1	11/16/2021
Emerson	950 FM 2001, Buda	27	Austin, Texas	304	2021	259,609	854	16.1	12/21/2021
Eight at East	3200 Innovation Walk Loop, Orlando	26	Orlando, Florida	264	2017	275,088	1,042	32.0	4/27/2022
Ventura	3600 W Ray Rd, Chandler	19	Phoenix, Arizona	272	1996	262,920	967	14.7	5/25/2022
Total ownership as at December 31, 2024				1,973	2012	1,877,065	951	142.0

(1) Represents the approximate distance in kilometers from each Property to the city centre of the applicable Primary Market.
(2) Area is measured in square feet.

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

FINANCIAL AND OPERATIONAL HIGHLIGHTS

This section includes highlights of the financial and operating performance of the Investment LP as at December 31, 2024 and for the periods ended Q4-2024 and YTD-2024 including a comparison to the Investment LP's financial and operational performance as at December 31, 2023 and for the period ended Q4-2023 and YTD-2023. Certain figures discussed below exclude the amounts attributable to the non-controlling interest in Ventura.

HIGHLIGHTS FOR Q4-2024

Revenue from property operations for Q4-2024 was $9,741 (Q4-2023 - $9,684) representing an increase of 0.6% in revenue, primarily due to ancillary income growth and increases in occupancy, partially offset by a reduction in AMR (see "Results Of Operations"). NOI¹ for Q4-2024 was $6,198 (Q4-2023 - $5,970), representing an increase of 3.8% in NOI relative to Q4-2023 primarily due to normalized NOI growth of 1.3% (see "Results of Operations").
The Investment LP reported a net loss and comprehensive loss attributable to Partners for Q4-2024 of $41,306 (Q4-2023 - $52,917). The Investment LP reported a fair value loss on investment properties during Q4-2024 primarily due to the expansion of capitalization rates used to value the Investment LP's investment properties (see "Future Outlook").
The Investment LP completed 30 in-suite light value-add upgrades at the Properties during Q4-2024, which generated an average rental premium of $87 and an average return on cost of approximately 27.5%.
The Investment LP achieved physical occupancy of 93.8% during Q4-2024 and as at November 12, 2025 had collected approximately 99.5% of rents for Q4-2024, with further amounts expected to be collected in future periods, demonstrating the Investment LP's high quality resident base and operating performance.
On December 9, 2024, the Investment LP entered into an amendment for a short-term extension of the Investment LP's Lyric loan payable as the Investment LP continues to negotiate a longer-term extension of the loan (see "Financing Activities").

HIGHLIGHTS FOR YTD-2024

Revenue from property operations and NOI for YTD-2024 were $39,423 and $24,927 (YTD-2023 - $38,194 and $23,753), respectively, representing an increase of 3.2% and 4.9% relative to YTD-2023, respectively, primarily due to the same property revenue growth of 3.2% and same property NOI growth of 4.9% from YTD-2023 to YTD-2024, partially offset by the Primary Variance Driver.
The Investment LP reported a net loss and comprehensive loss attributable to Partners for YTD-2024 of $58,119 (YTD-2023 - $104,936), primarily resulting from YTD-2023 reporting a higher fair value loss on investment properties than YTD-2024.
The Investment LP completed 143 in-suite light value-add upgrades at the Properties during YTD-2024, which generated an average rental premium of $94 and an average return on cost of approximately 30.3%.
On May 1, 2024, the Investment LP amended the Ventura loan payable to extend the term to February 9, 2026, discharge its obligation to purchase a replacement interest rate cap and defer a portion of the debt service at the property, whereby the Investment LP can defer certain amounts per month subject to certain terms (see "Financing Activities").
On June 28, 2024, the Investment LP refinanced the existing Indigo loan payable by entering into a new first mortgage for $62,223 with a five-year term and monthly interest only "IO" payments bearing interest at a fixed rate of 5.85%. In addition, a subsidiary of the Investment LP entered into an unsecured financing amounting to $18,277 for a three-year term, bearing monthly IO payments at a minimum 4.00% per annum ("Unsecured Financing"). Upon completion of the Unsecured Financing, a portion of the proceeds were used to repay $14,700 towards the Fund's credit facility. The Fund intends to make its credit facility available to the Investment LP, following the proposed reorganization (see Subsequent Events).

¹ The metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "non-IFRS financial measures").

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

FINANCIAL AND OPERATIONAL HIGHLIGHTS

	December 31, 2024	December 31, 2023
Key multi-family operational information
Number of multi-family properties owned	6	6
Total multi-family suites	1,973	1,973
Economic occupancy(1)(2)	93.3%	90.5%
Physical occupancy(1)(2)	93.8%	92.7%
AMR (in actual dollars)(1)	$ 1,591	$ 1,617
AMR per square foot (in actual dollars)(1)	$ 1.67	$ 1.70
Estimated Gap to Market Versus In-Place Rents(2)	1.2%	1.4%
Selected financial information
Gross Book Value(2)	$ 514,400	$ 556,400
Indebtedness(2)	$ 461,314	$ 440,192
Indebtedness to Gross Book Value(2)(3)	89.7%	79.1%
Weighted average interest rate - as at period end(4)	6.10%	5.63%
Weighted average loan term to maturity(4)	1.57 years	0.86 years
	Q4-2024	Q4-2023
---	---	---
Summarized income statement (excluding non-controlling interest)(5)
Revenue from property operations	$ 9,741	$ 9,684
Property operating costs	(2,654)	(2,624)
Property taxes(6)	(889)	(1,090)
Adjusted Income from Operations / NOI	6,198	5,970
Partnership expenses	(566)	(533)
Finance costs(7)	(8,486)	(9,374)
Other income and expense(8)	(38,452)	(48,980)
Net loss and comprehensive loss - attributable to Partners(5)	$ (41,306)	$ (52,917)
Other selected financial information
FFO(2)	$ (2,011)	$ (1,330)
AFFO(2)	(611)	(817)
Weighted average interest rate - average during period(4)	6.10%	5.57%
Interest and Indebtedness Coverage Ratio(2)(9)	0.92x	0.89x

(1) Economic occupancy for Q4-2024 and Q4-2023 and physical occupancy as at the end of each applicable reporting period. The decrease in AMR and AMR per square foot from Q4-2023 to Q4-2024 was primarily due to the Investment LP focusing on occupancy at the Properties which increased from 90.5% economic occupancy during Q4-2023 to 93.1% during Q4-2024 as well as the Investment LP competing with new supply in certain Primary Markets (see "Results of Operations").
(2) This metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "non-IFRS Financial Measures"). The increase in AFFO, Interest Coverage Ratio and Indebtedness Coverage Ratio from Q4-2023 to Q4-2024 is primarily due to increases NOI, partially offset by increases in interest costs (excluding any accrued interest costs payable upon maturity of the applicable loans payable). The AFFO, Interest Coverage Ratio and Indebtedness Coverage Ratio presented herein exclude $964 and $2.461 of interest costs for Q4-2024 and YTD-2024 or debt service shortfall funding from applicable lenders which are payable upon maturity of the applicable loan payable (see "Financing Activities").
(3) The maximum allowable leverage ratio under the Declaration of Trust restricts the Fund and the Investment LP from entering into any additional indebtedness whereby at the time of entering into such indebtedness, the leverage ratio does not exceed 75% (as defined in the Declaration of Trust). As of the date of issuance of this MD&A, the Fund and the Investment LP met the maximum leverage condition and continues to focus on managing the Investment LP's capital structure, including the overall leverage.
(4) The weighted average interest rate on loans payable is presented as at December 31, 2024 reflecting the prevailing index rate, 30-day New York Federal Reserve Secured Overnight Financing Rate ("NY SOFR") or one-month term Secured Overnight Financing Rate ("Term SOFR" and together with NY SOFR, "SOFR"), as at that date or based on the average rate for the applicable periods as it relates to quarterly rates (see "Loans Payable"). As at December 31, 2024, the Investment LP had interest rate caps, swaps or fixed rate debt in place in certain instances, which protect the Investment LP from increases in SOFR above stipulated levels (as at December 31, 2024, the SOFR rate was 4.49%) (see "Fair value gain on derivative financial instruments"). The weighted average interest rate presented above as at December 31, 2024 includes the maximum interest rate on the Unsecured Financing of 12.00%. The weighted average term to maturity ("WATM") presented as at December 31, 2024 assumes the Investment LP has taken advantage of the one-year extension option of certain loans payable which are subject to certain conditions (see Future Outlook" for risks related to the ability of the Investment LP to utilize of these extension options and the potential impact on the Investment LP if it cannot). If the Investment LP does not utilize extension options available under applicable loans, the WATM would be 1.16 years.
(5) The Investment LP acquired a 90% interest in Ventura on May 25, 2022, with the remaining non-controlling interest owned by an affiliate of the Manager (see "Related Party Transactions"). The summarized income statement figures presented above reflect the net loss attributable to Partners only, and excludes any amounts attributable to the non-controlling interest. For income statement figures presented in accordance with IFRS, see "Financial Performance" section.
(6) Property taxes include the IFRIC 21 fair value adjustment and treats property taxes as an expense that is amortized during the fiscal year for the purpose of calculating NOI.
(7) Finance costs include interest expense on loans payable, non-cash amortization of deferred financing, loss on early extinguishment of debt and fair value changes in derivative financial instruments (see "Other Income and Expenses") (see "Non-IFRS Financial Measures - FFO and AFFO").
(8) Includes dividends to preferred shareholders, unrealized foreign exchange gain (loss), realized foreign exchange gain (loss), fair value adjustment of investment properties, provision for carried interest and deferred income taxes. Refer to "Financial Performance" for detailed income statement information as well as "Other Income and Expenses" section for commentary on variances related to each significant variance included within other income and expense items.
(9) The Investment LP's Interest Coverage Ratio and Indebtedness Coverage Ratio were both 0.92x and 0.94x during Q4-2024 and YTD-2024, with the Investment LP's operating results offset by increases in the Investment LP's interest costs as a result of the Investment LP utilizing a variable rate debt strategy which allows the Investment LP to maintain maximum flexibility for the potential sale of the Investment LP's properties. These calculations exclude $964 and $2.461 of interest costs or debt service shortfall funding for Q4-2024 and YTD-2024 as these amounts are accrued and payable only at maturity of the applicable loan payable. The Investment LP also had interest rate caps, swaps or fixed rate debt in place as at December 31, 2024 which in certain instances protect the Investment LP from increases SOFR beyond stipulated levels on its mortgages at the Properties (see "Fair value gain on derivative financial instruments"). The Investment LP continues to monitor Interest Coverage Ratio and Indebtedness Coverage Ratio with the goal of maximizing the total return for investors.

C-14
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Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

FINANCIAL PERFORMANCE

The table below presents the financial performance of the Investment LP in accordance with IFRS for Q4-2024 and the previous seven quarters:

	Q4-2024(1)	Q3-2024	Q2-2024	Q1-2024	Q4-2023	Q3-2023	Q2-2023	Q1-2023
Revenue from property operations	$ 9,896	$ 10,003	$ 10,169	$ 9,983	$ 9,836	$ 9,680	$ 9,676	$ 9,596
Property operating costs	(2,692)	(2,742)	(2,650)	(2,518)	(2,659)	(2,576)	(2,492)	(2,592)
Property taxes	(895)	(898)	(1,139)	(1,139)	(1,097)	(649)	(1,276)	(1,271)
Income from rental operations	6,309	6,363	6,380	6,326	6,080	6,455	5,908	5,733
Partnership expenses	(566)	(561)	(561)	(555)	(533)	(552)	(592)	(550)
Finance costs(2)	(8,686)	(9,880)	(9,079)	(8,797)	(9,610)	(9,013)	(6,261)	(8,623)
Dividends to preferred shareholders - U.S. REIT series A	(4)	(4)	(4)	(4)	(13)	(6)	(4)	(4)
Fair value adjustment of investment properties	(39,125)	—	—	(6,600)	(50,250)	(11,406)	(33,874)	—
Income tax expense:
Current	(16)	(15)	(16)	(16)	85	(23)	(106)	(95)
Net loss and comprehensive loss	$ (42,088)	$ (4,097)	$ (3,280)	$ (9,646)	$ (54,241)	$ (14,545)	$ (34,929)	$ (3,539)
Net loss and comprehensive loss attributable to:
Partners	(41,306)	(3,995)	(3,170)	(9,649)	(52,917)	(14,082)	(34,499)	(3,439)
Non-controlling interests	(782)	(102)	(110)	3	(1,324)	(463)	(430)	(100)
	$ (42,088)	$ (4,097)	$ (3,280)	$ (9,646)	$ (54,241)	$ (14,545)	$ (34,929)	$ (3,539)
FFO	$ (2,011)	$ (1,983)	$ (1,114)	$ (1,186)	$ (1,330)	$ (1,235)	$ (1,699)	$ (1,261)
AFFO(3)	(611)	(498)	(192)	(671)	(817)	(695)	(1,126)	(740)

(1) The Investment LP acquired a 90% interest in Ventura on May 25, 2022, with the remaining Ventura non-controlling interest owned by an affiliate of the Manager. The figures above reflect the net loss and comprehensive loss of the Investment LP including 100% of the income and expenses of Ventura, consistent with the Investment LP's basis consolidated financial statements presented in accordance with IFRS. For figures which exclude the income and expenses attributable to the Ventura non-controlling interest which are included throughout this MD&A, see "Financial and Operational Highlights" table.
(2) Finance costs include interest expense on loans payable as well as non-cash amortization of deferred financing costs, fair value changes in derivative instruments and loss on early extinguishment of debt (see "Other Income and Expenses").
(3) AFFO presented herein also exclude $964, $1,015 and $482 for Q4-2024, Q3-2024 and Q2-2024 respectively of interest costs or debt service shortfall funding from applicable lenders which are payable upon maturity of the applicable loan payable.

RESULTS OF OPERATIONS

The amounts presented throughout this section, including the applicable commentary, exclude any amounts attributable to the Ventura non-controlling interest.

	Q4-2024	Q4-2023	$ Chg	% Chg	YTD-2024	YTD-2023	$ Chg	% Chg
Revenue from property operations	$ 9,741	$ 9,684	$ 57	0.6%	$ 39,423	$ 38,194	$ 1,229	3.2%
Property operating costs	(2,654)	(2,624)	(30)	1.1%	(10,453)	(10,176)	(277)	2.7%
Property taxes	(889)	(1,090)	201	(18.4)%	(4,043)	(4,265)	222	(5.2)%
NOI	$ 6,198	$ 5,970	$ 228	3.8%	$ 24,927	$ 23,753	$ 1,174	4.9%
NOI Margin(1)	63.6%	61.6%			63.2%	62.2%

(1) This metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "Non-IFRS Financial Measures").

REVENUE FROM PROPERTY OPERATIONS

Revenue from property operations includes the monthly rent charges for the lease of suites or homes, other ancillary income and the reimbursement by the residents of the Properties for certain utility expenses incurred. Other ancillary income includes, but is not limited to, amounts from forfeited deposits, late fees, short notice fees, cleaning fees, lease termination fees, application fees and pet fees. Net rental income is the only material component of total revenue from property operations comprising approximately 90%, with other ancillary income and utility expense reimbursements comprising the remaining approximate 10%.

Revenue from property operations for Q4-2024 was $9,741 (Q4-2023 - $9,684), representing an increase of $57 or 0.6% relative to Q4-2023, primarily due to ancillary income growth and increases in occupancy, partially offset by a reduction in AMR (see "Average Monthly Rent and Occupancy").

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

Revenue from property operations for YTD-2024 was $39,423 (YTD-2023 - $38,194), representing an increase of $1,229 or 3.2% relative to YTD-2023, primarily due to the same reasons as noted above for Q4-2024.

PROPERTY OPERATING COSTS

The main components of the Properties' operating costs are salaries and benefits (approximately 29%), administrative costs including property management fees (approximately 22%), insurance premiums (approximately 13%), repairs, maintenance and suite turnover expenses (approximately 4%) and all other operating costs (ranging from approximately 5% to 8%). The Properties typically only incur utility costs in respect of the common areas of each Property, resulting in utility cost representing approximately 5% of property operating costs. Given each component of property operating costs is not individually material, such amounts have not been separately disclosed.

Property operating costs for Q4-2024 were $2,654 (Q4-2023 - $2,624), representing an increase of $30 or 1.1% relative to Q4-2024, primarily due to inflationary increases in certain of the Investment LP's operating costs.

Property operating costs for YTD-2024 were $10,453 (YTD-2023 - $10,176), representing an increase of $277 or 2.7% relative to YTD-2023, due to the same reasons as noted above for Q4-2024.

PROPERTY TAXES

The Investment LP actively manages the assessed values of the Properties to minimize property taxes by utilizing third party consultants in the respective markets which includes appealing against the assessed values where deemed appropriate by the Manager. Property taxes in the consolidated financial statements for Q4-2024 and YTD-2024 have been presented under IFRS and IFRIC 21.

Property taxes for Q4-2024 were $889 (Q4-2023 - $1,090), representing a decrease of $201 or 18.4% relative to Q4-2023, primarily due to certain adjustments of property taxes included in the Q4-2024 property tax expense amount to reduce the estimated full-year 2024 tax amount relative to the final tax bills for 2024. Q4-2024 normalized property taxes would have decreased by 5.2% relative to Q4-2023 primarily due to a decrease in the assessed values of certain Properties.

Property taxes for YTD-2024 were $4,043 (YTD-2023 - $4,265), representing a decrease of $222 or 5.2% relative to YTD-2023, primarily due to a decrease in the assessed values of certain Properties.

NOI AND NOI MARGIN

NOI for Q4-2024 was $6,198 (Q4-2023 - $5,970), representing an increase of $228 or 3.8% relative to Q4-2023, primarily due to the decrease in property taxes described above. Excluding the impact of certain property tax adjustments included in both reporting periods, Q4-2024 normalized NOI would have increased by approximately 1.3% relative to Q4-2023.

NOI for YTD-2024 was $24,927 (YTD-2023 - $23,753), representing an increase of $1,174 or 4.9% relative to YTD-2023, primarily driven by revenue growth and a decrease in property taxes described above, partially offset by operating costs as described above.

During Q4-2024, the NOI Margin was 63.6% (Q4-2023 - 61.6%), representing an increase of 200 basis points relative to Q4-2023, primarily driven by the impact of certain tax adjustments included in Q4-2024 and Q4-2023 as described above.

During YTD-2024, the NOI Margin was 63.2% (YTD-2023 - 62.2%), representing an increase of 100 basis points relative to YTD-2023, primarily driven by revenue growth and the decrease in property taxes, partially offset by operating costs as described above.

C-16
15

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

AVERAGE MONTHLY RENT AND OCCUPANCY

The following table presents AMR (in actual dollars) as well as economic occupancy for the Properties:

Properties	Suites	AMR(1)			Economic occupancy(1)
		Q4-2024	Q4-2023	% Chg	Q4-2024	Q4-2023	% Chg	YTD-2024	YTD-2023	% Chg
Sunlake	268	$ 1,867	$ 1,883	(0.8)%	96.1 %	90.4 %	5.7 %	95.0 %	90.3 %	4.7 %
Indigo	489	1,330	1,361	(2.3)%	91.2 %	92.6 %	(1.4)%	91.1 %	92.9 %	(1.8)%
Lyric	376	1,642	1,644	(0.1)%	94.1 %	89.1 %	5.0 %	93.0 %	88.9 %	4.1 %
Emerson	304	1,367	1,453	(5.9)%	90.9 %	90.5 %	0.4 %	91.9 %	91.9 %	— %
Eight at East	264	1,789	1,794	(0.3)%	94.8 %	90.0 %	4.8 %	94.6 %	91.5 %	3.1 %
Ventura(2)	272	1,750	1,774	(1.4)%	92.9 %	90.1 %	2.8 %	93.2 %	90.4 %	2.8 %
Total properties	1,973	$ 1,591	$ 1,617	(1.6)%	93.3 %	90.5 %	2.8 %	93.0 %	91.0 %	2.0 %

(1) Figures represent results as at the reporting period end for AMR and during the reporting period for economic occupancy.
(2) Figures for Ventura reflect 100% of the property's AMR and economic occupancy.

Total portfolio AMR for the Properties for Q4-2024 was $1,591, or 1.6% below Q4-2023 primarily driven by decreases in AMR as a result of the Investment LP focusing on increasing occupancy which improved from 90.5% in Q4-2023 to 93.3% in Q4-2024 as well as the impact of competition from new supply in certain markets which typically involve aggressive pricing to lease newer properties.

The Investment LP's economic occupancy for Q4-2024 and YTD-2024 was 93.3% and 93.0% (Q4-2023 and YTD-2023 - 90.5% and 91.0%), respectively, representing an increase of 280 basis points and 200 basis points relative to Q4-2023 and YTD-2023, respectively, primarily as a result of the Investment LP focusing on increasing occupancy and optimizing revenues while competing with new supply and softening market conditions in certain of the Primary Markets. As at December 31, 2024, the Investment LP had physical occupancy of 93.8% and continues to focus on maximizing revenue through maintaining targeted occupancy levels, ancillary income growth and continued focus on rental rates.

QUARTERLY AMR AND OCCUPANCY

The table below outlines the Investment LP's quarterly AMR and economic occupancy results for Q4-2024 and the previous four quarters:

Properties	Suites	Q4-2024		Q3-2024		Q2-2024		Q1-2024		Q4-2023
		AMR(1)	Econ. occ%(1)	AMR(1)	Econ. occ%(1)	AMR(1)	Econ. occ%(1)	AMR(1)	Econ. occ%(1)	AMR(1)	Econ. occ%(1)
Sunlake	268	$ 1,867	96.1 %	$ 1,869	95.0 %	$ 1,875	95.0 %	$ 1,886	95.6 %	$ 1,883	90.4 %
Indigo	489	1,330	91.2 %	1,342	91.7 %	1,348	92.5 %	1,357	91.7 %	1,361	92.6 %
Lyric	376	1,642	94.1 %	1,647	92.4 %	1,645	93.5 %	1,636	92.6 %	1,644	89.1 %
Emerson	304	1,367	90.9 %	1,392	90.9 %	1,420	93.5 %	1,434	94.5 %	1,453	90.5 %
Eight at East	264	1,789	94.8 %	1,774	95.3 %	1,766	95.3 %	1,758	94.7 %	1,794	90.0 %
Ventura(2)	272	1,750	92.9 %	1,783	92.5 %	1,794	94.3 %	1,776	94.1 %	1,774	90.1 %
Total portfolio	1,973	$ 1,591	93.3 %	$ 1,600	92.9 %	$ 1,607	93.9 %	$ 1,608	93.7 %	$ 1,617	90.5 %

(1) Figures represent results as at the reporting period end for AMR and the average during the reporting period for economic occupancy.
(2) Figures for Ventura reflect 100% of the property's AMR and economic occupancy.

Total portfolio AMR remained relatively flat throughout 2024 with a decline from Q4-2023 to Q4-2024 as the Investment LP focused on occupancy increases which improved from 90.5% during Q4-2023 to 93.3% in Q4-2024. In addition, the Investment LP competed with new supply in certain markets which typically involve aggressive pricing to lease properties. The Investment LP continues to focus on maximizing revenue through maintaining targeted occupancy levels, ancillary income growth and continued focus on rental rates.

VALUE-ADD INITIATIVES Q4-2024

Common area and suite capital expenditures

The Investment LP undertakes certain minor common area and in-suite capital projects at the Properties, which typically include preventative and deferred maintenance projects to maintain or enhance the productive capacity of the Properties as well as common area upgrades to enhance the resident experience and offered amenities at each Property. The Investment LP's light value-add initiatives are expected to result in improvements to common areas, amenities and building exteriors. During Q4-2024, the Investment LP completed landscaping improvements and HVAC replacements at the Properties.

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16

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

The Investment LP has capital expenditures required to be incurred in future periods in order to maintain the productive capacity of the Properties to sustain its rental income generating potential over its useful life with such amounts estimated to be $300 per suite per annum. In accordance with IFRS, the Investment LP capitalizes all capital improvement expenditures which enhance the service potential of the Properties and extend the useful life of the assets. These amounts may differ each period due to the seasonality and the cyclical nature of such costs and are estimated based on a combination of third party property condition assessment reports and management's expertise, which provide an estimate of sustaining capital expenditures required based on the quality of construction, age of the building and anticipated future maintenance requirements. Management believes the use of these property assessment reports to estimate sustaining capital expenditure amounts is appropriate given the third party's engineering and structural expertise as well their knowledge and experience with real estate. The Investment LP continues to fund any required capital expenditures at the Properties through cash on hand and other financing sources (see "Liquidity and Capital Resources").

In-suite value-add upgrades

In-suite upgrades typically include quartz countertops, stainless steel appliances and tile backsplashes in the kitchens as well as upgraded cabinetry, kitchen sinks and faucets. The upgrades also typically consist of the addition of framed mirrors to the bathrooms as well as plank flooring and lighting upgrades throughout the suites.

During Q4-2024, the Investment LP upgraded and re-leased 30 suites, achieving average rent increases of $87 per month per suite and an estimated average return on investment of 27.5%. Each property may have different scopes of in-suite upgrades completed and as a result, the average cost and rental premium for each property presented below will vary. The following table presents the results achieved on suite upgrades during Q4-2024 and YTD-2024:

Properties	Q4-2024			YTD-2024
	Number of suites upgraded and leased(1)	Rental premium (per suite, per month) in actual dollars	Return on investment	Number of suites upgraded and leased	Rental premium (per suite, per month) in actual dollars	Return on investment
Sunlake	10	$ 56	46.9 %	56	$ 57	59.7 %
Indigo	2	315	20.4 %	9	318	20.7 %
Lyric	—	—	— %	6	375	36.2 %
Emerson	15	68	26.5 %	63	61	27.1 %
Ventura	3	130	29.6 %	9	141	26.7 %
Total Portfolio	30	$ 87	27.5 %	143	$ 94	30.3 %

(1) Suite upgrades include installation of washers, dryers and other minor scope in-suite upgrades.

OTHER INCOME AND EXPENSES

FINANCE COSTS

The Investment LP's finance costs for Q4-2024 and YTD-2024 compared to Q4-2023 and YTD-2023 are summarized below.

	Q4-2024(1)	Q4-2023	$ Chg	% Chg	YTD-2024	YTD-2023	$ Chg	% Chg
Interest expense on loans payable	$ 7,059	$ 6,208	$ 851	13.7 %	$ 26,497	$ 24,312	$ 2,185	9.0 %
Amortization of financing costs	569	644	(75)	(11.6)%	2,322	2,600	(278)	(10.7)%
Loss on early extinguishment of debt	—	—	—	— %	94	—	94	— %
Fair value change on derivative financial instruments	859	2,522	(1,663)	(65.9)%	6,678	5,794	884	15.3 %
Total finance costs	$ 8,487	$ 9,374	$ (887)	(9.5)%	$ 35,591	$ 32,706	$ 2,885	8.8 %
Weighted average interest rate - average during period	6.10%	5.57%	n/a	n/a	5.91%	5.49%	n/a	n/a
Indebtedness - average outstanding during period	$ 461,348	$ 445,192	$ 16,156	3.6 %	$ 451,707	$ 449,030	$ 2,677	0.6 %

(1) Amounts included in all periods exclude any amounts relating to Ventura non-controlling interest.

Interest expense on loans payable

Interest expense on loans payable for Q4-2024 was $7,059 (Q4-2023 - $6,208), representing an increase of $851 or 13.7% relative to Q4-2023, primarily due to a higher weighted average interest rate and the increase in weighted average outstanding debt between the two periods.

C-18
17

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

Interest expense on loans payable for YTD-2024 was $26,497 (YTD-2023 - $24,312), representing an increase of $2,185 or 9.0% relative to YTD-2023, primarily due to a higher weighted average interest rate and the increase in weighted average outstanding debt.

The Investment LP's weighted average interest rate during Q4-2024 and YTD-2024 was 6.10% and 5.91% (Q4-2023 and YTD-2023 - 5.57% and 5.49%), representing an increase of 53 and 42 basis points relative to Q4-2023 and YTD-2023 respectively, primarily due to increases in SOFR, entering into the Unsecured Financing and the amendment of Ventura loan payable (see "Financing Activities") as well as the Investment LP discharging its obligation to purchase an interest rate cap for Indigo and Ventura, partially offset by the impact of settlements received under interest rate caps owned or swaps entered into which protect the Investment LP from increases in SOFR above stipulated levels on all of the Investment LP's floating rate debt (see "Fair value gain on derivative instruments" below).

Amortization of financing costs

Amortization of financing costs for Q4-2024 was $569 (Q4-2023 - $644), representing a decrease of $75 or 11.6% relative to Q4-2023, primarily due to the repayment of unsecured loan during Q2-2023 as well as the repayment of the Indigo loan in Q2-2024.

Amortization of financing costs for YTD-2024 was $2,322 (YTD-2023 - $2,600), representing a decrease of $278 or 10.7% relative to YTD-2023, primarily due to the same reason as noted above for Q4-2024.

Fair value adjustment on derivative instruments - interest rate caps

The Investment LP utilizes interest rate cap agreements to protect its interest costs on its variable rate loans as required by applicable lenders. The interest rate caps typically carry a notional amount equal to the amount of the loan outstanding at inception. For a detailed summary of the interest rate caps in place including the strike rate, term and notional amount of each interest rate cap applicable to certain loans payable protecting the Investment LP from increases in interest costs, please refer to the Investment LP's consolidated financial statements for the year ended December 31, 2024 and December 31, 2023.

For Q4-2024 and YTD-2024, the Investment LP recorded an unrealized loss on derivative instruments of $859 and $6,678 (Q4-2023 and YTD-2023 - $2,522 and $5,794), respectively (excluding the amounts attributable to the Ventura non-controlling Interest), related to the fair value loss on interest rate caps. The unrealized loss on the interest rate caps during Q4-2024 and YTD-2024 was primarily as a result of changes in market expectations for SOFR which directly impact the value of such interest rate cap instruments.

Loss on early extinguishment of debt

On June 28, 2024, the Investment LP refinanced the existing Indigo loan payable by entering into a new loan payable (see "Financing Activities"), resulting in a loss on early extinguishment of debt related to unamortized financing costs and other costs associated with the repayment of the Indigo loan.

DISTRIBUTIONS TO PARTNERS

During Q4-2024 and YTD-2024, the Investment LP declared distributions of $nil and $4,542 (Q4-2023 and YTD-2023 - $nil).

PARTNERSHIP EXPENSES

Partnership expenses include costs incurred by the Investment LP that are not directly attributable to the Properties. These costs include items such as legal and audit fees, director fees, investor relations expenses, directors' and officers' insurance premiums, expenses relating to the administration of any distributions paid by the Investment LP and other general and administrative expenses associated with the operation of the Investment LP. Also included in Partnership expenses are asset management fees payable to the Manager (see "Related Party Transactions and Arrangements – Arrangements with the Manager").

Partnership expenses for Q4-2024 were $566 (Q4-2023 - $533), representing an increase of $33 or 6.2% relative to Q4-2023, primarily due to higher general and administrative expenses.

Partnership expenses for YTD-2024 were $2,243 (YTD-2023 - $2,227), representing an increase of $16 or 0.7% relative to YTD-2023 due to higher asset management fees as a result of capital additions to the Properties.

C-19
18

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

INVESTMENT PROPERTIES

The Investment LP has selected the fair value method to account for real estate classified as investment properties. Fair values are supported by a combination of internal financial information and market data. The determination of fair value is based on, among other things, the amount of rental income from future leases reflecting current market conditions, adjusted for assumptions of future cash flows in respect of current and future leases, capitalization rates and expected occupancy rates.

Change in investment properties for YTD-2024 and YTD-2023:
Balance, January 1, 2023	$ 646,301
Additions	5,629
Fair value adjustment	(95,530)
Balance, December 31, 2023	556,400
Additions	3,725
Fair value adjustment	(45,725)
Balance, December 31, 2024	$ 514,400
Reconciliation of cost base of investment properties to their fair value:
---	---
Cost	$ 674,935
Cumulative fair value adjustment	(160,535)
Balance, December 31, 2024	$ 514,400

The key valuation assumptions for the investment properties are set out in the following table:

	December 31, 2024	December 31, 2023
Capitalization rate - weighted average	5.08 %	4.92 %
Weighted average capitalization rate - 10 basis point increase(1)	$ (9,931)	$ (11,081)
Weighted average capitalization rate - 10 basis point decrease(1)	$ 10,329	$ 11,541

(1) The impact of change in weighted average capitalization rate to the fair value of the Investment LP's investment properties.

During Q4-2024 and YTD-2024 the Investment LP recorded a fair value loss on investment properties of $39,125 and $45,725 (Q4-2023 and YTD-2023 - $50,250 and $95,530), primarily as a result of cap rate expansion. The cap rate expansion was primarily due to increases in U.S. long-term treasury rates which typically correlate to cap rates (see "Future Outlook").

The impact of a 1% change in NOI used to value the investment properties as at December 31, 2024 would affect the fair value of Properties by approximately $6,391 (December 31, 2023 - $6,346).

PROVISION FOR CARRIED INTEREST

As at December 31, 2024, the Investment LP had not recognized a provision for carried interest and as a result, there was no expense recorded in the consolidated statement of loss and comprehensive loss for Q4-2024 and YTD-2024 (Q4-2023 and YTD-2023 - $nil and nil) (see "Related Party Transactions and Arrangements - Carried Interest"). Subsequent to December 31, 2024, the Fund and Investment LP announced a proposed agreement for extinguishing any entitlements to the carried interest which could have been payable by the Fund in future periods. As a result, the Investment LP would no longer have an ongoing obligation for payments of a carried interest (see "Subsequent Events").

NON-CONTROLLING INTEREST

On May 25, 2022, the Investment LP acquired a 90% indirect ownership interest in Ventura with the remaining Ventura non-controlling interest owned by an affiliate of the Manager. There are no ongoing contractual commitments with the affiliate of the Manager that owns the Ventura non-controlling interest. All decision making in respect of Ventura, including day-to-day and material decisions, will be proportionately made by the Investment LP and owner of the Ventura non-controlling interest through established governance practices. For further information on the Ventura non-controlling interest, please refer to the Investment LP's consolidated financial statements for the year ended December 31, 2024 and December 31, 2023.

C-20
19

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

INCOME TAXES - DEFERRED

For Q4-2024 and YTD-2024, the Investment LP recorded deferred income tax recovery of $nil and $nil (Q4-2023 and YTD-2023 - $nil and $—). As at December 31, 2024, the Investment LP has recorded no provision for deferred tax liabilities (December 31, 2023 - $nil). The deferred income tax expense or recovery relates to differences between the fair value of the investment properties and their tax basis as of December 31, 2024 for both U.S. federal and state tax purposes and changes in such amounts since the beginning of each applicable reporting period. Certain subsidiaries of the Investment LP have net operating losses for U.S. tax purposes which may potentially be used to offset any income or gains generated by such subsidiaries of the Investment LP. As at December 31, 2024, the Investment LP estimated the accumulated net operating losses for U.S. tax purposes for such applicable subsidiaries to be approximately $76,607, whereby such amounts would be finalized at the time the final U.S. tax returns for the applicable entities are filed for the 2024 fiscal year. The Investment LP also has certain net operating losses for Canadian tax purposes that may also be used to offset any income or gains incurred in future periods for Canadian tax purposes. As at December 31, 2024, the Investment LP estimated the accumulated net operating losses for certain of the Investment LP's entities for Canadian tax purposes to be approximately $6,938, whereby such amounts would be finalized at the time the final U.S. tax returns for the applicable entities are filed for the 2024 fiscal year. Deferred tax assets have not been booked for such amounts in the consolidated financial statements of the Investment LP for the year ended December 31, 2024. See note 3 to the consolidated financial statements of the Investment LP for the year ended December 31, 2024.

NON-IFRS FINANCIAL MEASURES - FFO AND AFFO

Non-IFRS financial measures have been presented below for Q4-2024 and YTD-2024 compared to Q4-2023 and YTD-2023.

FFO AND AFFO

A reconciliation of net loss and comprehensive loss, determined in accordance with IFRS, to FFO and AFFO is presented below for Q4-2024 and YTD-2024 compared to Q4-2023 and YTD-2023:

	Q4-2024	Q4-2023	YTD-2024	YTD-2023
Net loss and comprehensive loss - attributable to Partners	$ (41,306)	$ (52,917)	$ (58,119)	$ (104,936)
Add / (deduct):
Dividends to preferred shareholders - U.S. REIT series A	4	13	16	27
Fair value adjustment on derivative financial instruments(1)	859	2,522	6,678	5,794
Fair value adjustment of investment properties(1)	38,432	49,052	45,133	93,590
FFO	$ (2,011)	$ (1,330)	$ (6,292)	$ (5,525)
Add / (deduct):
Amortization of financing costs(1)	569	644	2,322	2,600
Vacancy costs associated with the suite upgrade program	17	21	41	151
Loss on early extinguishment of debt	—	—	94	—
Sustaining capital expenditures and suite renovation reserves	(150)	(152)	(592)	(601)
Accrued interest costs(2)	964	—	2,461	—
AFFO	$ (611)	$ (817)	$ (1,966)	$ (3,375)

(1) The Investment LP acquired a 90% interest in Ventura on May 25, 2022, with the remaining Ventura non-controlling Interest owned by an affiliate of the Manager. The figures above reflect FFO and AFFO attributable to Partners only, and excludes any amounts attributable to the Ventura non-controlling interest for each individual line item presented.
(2) These amounts represent interest costs that are deferred and payable only at maturity of the applicable loan payable (see "Financing activities").

FFO

Basic and diluted FFO for Q4-2024 was $(2,011) (Q4-2023 - $(1,330)), representing a decrease in FFO of $681 or 51.2% relative to Q4-2023, primarily as a result of increases in the Investment LP's interest costs, partially offset by higher NOI normalized for the impact of certain adjustments from property taxes included in both periods. FFO presented herein also includes $964 of accrued interest costs for Q4-2024 or debt service shortfall funding from applicable lenders which are payable upon maturity of the applicable loan payable, which amounts have been added back in AFFO presented.

Basic and diluted FFO for YTD-2024 was $(6,292) (YTD-2023 - $(5,525)), representing a decrease in FFO of $767 or 13.9% relative to YTD-2023, primarily as a result of increases in the Investment LP's interest costs, partially offset by higher same property NOI. FFO presented herein also includes $2,461 of accrued interest costs for YTD-2024 or debt service shortfall funding from applicable lenders which are payable upon maturity of the applicable loan payable, which amounts have been added back in AFFO presented.

C-21

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

AFFO

Basic and diluted AFFO for Q4-2024 was $(611) (Q4-2023 - $(817)), representing an increase in AFFO of $206 or 25.2% relative to Q4-2023, primarily as a result of the reasons described above for FFO and the impact of accrued interest costs added back to AFFO in Q4-2024 with no comparable amounts in Q4-2023 given the Investment LP completed certain debt amendments to allow the Investment LP to defer such costs in 2024 (see "Financing Activities").

Basic and diluted AFFO for YTD-2024 was $(1,966) (YTD-2023 - $(3,375)), representing an increase in AFFO of $1,409 or 41.7% relative to YTD-2023, primarily as a result of the reasons described above for FFO and the impact of accrued interest costs added back to AFFO in YTD-2024 with no comparable amounts in YTD-2023 given the Investment LP completed certain debt amendments to allow the Investment LP to defer such costs in 2024 (see "Financing Activities").

During Q4-2024 and YTD-2024, the Investment LP covered any operating shortfall through cash on hand (see "Liquidity and Capital Resources") and other financing activities. The Investment LP's stable operating results were offset by increases in the Investment LP's interest costs as a result of the Investment LP utilizing a variable rate debt strategy which allows the Investment LP to maintain maximum flexibility for the potential sale of the Properties. The Investment LP also utilizes interest rate caps, swaps and fixed rate debt which in certain instances protect the Investment LP from increases in SOFR beyond stipulated levels (see "Fair value gain on derivative instruments"). As a result of such interest rate caps and swaps in place as at December 31, 2024, the Investment LP's weighted average interest rate was 6.10% (see "Fair value adjustment on derivative instruments" for further details). The Investment LP also continues to focus on liquidity management as it relates to the ongoing operations and any debt maturing (see "Future Outlook").

Sustaining capital expenditures

For the purposes of calculating AFFO, the Investment LP utilized a reserve for sustaining capital expenditures and suite or home renovations of $150 and $592 for Q4-2024 and YTD-2024, respectively (Q4-2023 and YTD-2023 - $152 and $601). This reserve is used in the calculation of AFFO as it removes fluctuations in AFFO resulting from seasonality in actual sustaining capital expenditures and suite or home renovation costs. The use of the reserve also eliminates any potential fluctuations in AFFO due to non-recurring or less frequent sustaining capital expenditures. Sustaining capital expenditure reserves are based on third party property condition assessment reports, which provide an estimate of sustaining capital expenditures required based on the quality of construction, age of the building and anticipated future maintenance requirements. Management believes the use of these property assessment reports to estimate sustaining capital expenditure amounts is appropriate given the third party's engineering and structural expertise as well their knowledge and experience with real estate in the Primary Markets. Actual sustaining capital expenditures and suite or home renovation costs incurred during Q4-2024 and YTD-2024 were $116 and $323 (Q4-2023 and YTD-2023 - $253 and $474).

C-22
21

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

Cash provided by operating activities reconciliation to FFO and AFFO

Reconciliation of cash provided by operating activities determined in accordance with IFRS to FFO and AFFO for Q4-2024, YTD-2024, Q4-2023 and YTD-2023 are provided below:

	Q4-2024	Q4-2023	YTD-2024	YTD-2023
Cash provided by operating activities	$ 9,229	$ 5,255	$ 22,945	$ 20,730
Less: interest costs	(7,258)	(6,374)	(27,247)	(24,963)
Cash provided by (used in) operating activities - including interest costs(1)	1,971	(1,119)	(4,302)	(4,233)
Add / (deduct):
Change in non-cash operating working capital	(3,244)	5,357	(2,173)	(487)
Loss on early extinguishment of debt	—	—	(94)	—
Change in restricted cash	(258)	(4,980)	2,300	1,567
Amortization of financing costs	(480)	(588)	(2,023)	(2,372)
FFO	(2,011)	(1,330)	(6,292)	(5,525)
Add / (deduct):
Amortization of financing costs	569	644	2,322	2,600
Vacancy costs associated with the suite upgrade program	17	21	41	151
Loss on early extinguishment of debt	—	—	94	—
Sustaining capital expenditures and suite renovation reserves	(150)	(152)	(592)	(601)
Accrued interest costs(2)	964	—	2,461	—
AFFO	$ (611)	$ (817)	$ (1,966)	$ (3,375)

(1) This metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "non-IFRS Financial Measures").
(2) These amounts represent interest costs that are deferred and payable only at maturity of the applicable loan payable.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

As at December 31, 2024, the Investment LP was in compliance with all financial covenants. As at December 31, 2024, the Investment LP had cash on hand of $2,080. The Investment LP's loans payable typically carry consolidated Investment LP minimum net worth and minimum liquidity covenants and typically have no specific financial covenants tied to the ongoing operations of the Property.

During this period of capital markets uncertainty, the Investment LP may also enter into additional financing, evaluate potential asset sales or other alternatives in the best economic interests of the Partners to further enhance liquidity with the goal of maximizing the total return for investors. The conditions and events outlined above indicate a material uncertainty that may cast significant doubt on the Investment LP's ability to continue as a going concern. See note 2 to the consolidated financial statements of the Investment LP for the year ended December 31, 2024.

C-23
22

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

CASH FLOW

Cash provided by operating activities represents the primary source of liquidity to fund any distributions, debt service and capital improvements. The Investment LP's cash flow from operating activities is dependent upon the occupancy level of its investment properties, the rental rates on its leases, the collectability of rent from its residents, ancillary revenue, the level of operating and other expenses and other factors. Material changes in these factors may adversely affect the Investment LP's net cash flow from operating activities and liquidity. A more detailed discussion of these risks is found under the "Risks and Uncertainties" section. The following table details the changes in cash for Q4-2024, YTD-2024, Q4-2023 and YTD-2023:

	Q4-2024	Q4-2023	YTD-2024	YTD-2023
Cash provided by operating activities	$ 9,229	$ 5,255	$ 22,945	$ 20,730
Cash used in investing activities	(1,140)	(1,550)	(3,725)	(5,629)
Cash used in financing activities	(7,404)	(3,612)	(17,845)	(19,129)
Increase (decrease) in cash	685	93	1,375	(4,028)
Cash, beginning of year	1,395	612	705	4,733
Cash, end of year	$ 2,080	$ 705	$ 2,080	$ 705

Cash provided by operating activities during Q4-2024 and YTD-2024 was $9,229 and $22,945 (Q4-2023 and YTD-2023 - $5,255 and $20,730), which primarily consisted of the operating income generated by the Properties and changes in non-cash operating working capital, partially offset by restricted cash which is held in escrow to fund property taxes and insurance costs and in certain instances, allow the Investment LP to draw such amounts to fund eligible capital expenditures at certain properties.

Cash used in investing activities for Q4-2024 and YTD-2024 was $1,140 and $3,725 (Q4-2023 and YTD-2023 - $1,550 and $5,629), respectively, consisting of capital additions to the Properties.

Cash used in financing activities for Q4-2024 was $7,404 (Q4-2023 - $3,612), which primarily consisted of finance costs paid and repayment of existing loans payable of $8,631 (Q4-2023 - $6,856), partially offset by proceeds from draw downs on existing loans of $1,085 (Q4-2023 - $581).

Cash used in financing activities for YTD-2024 was $17,845 (YTD-2023 - $19,129), which primarily consisted of repayment of existing loans payable of $62,614 (YTD-2023 - $18,000), finance costs paid of $34,736 (YTD-2023 - $27,226) and distributions to Partners of $4,512 (YTD-2023 - $nil), partially offset by proceeds from new financing and refinancing as well as draw downs on existing loans of $83,736 (YTD-2023 - $3,065) and contributions from Partners of $nil (YTD-2023 - $22,865).

C-24
23

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

CAPITAL STRUCTURE AND DEBT PROFILE

CAPITAL STRUCTURE

The Investment LP's capital is the aggregate of Indebtedness and net equity attributable to Partners. The Investment LP's capital management is designed to maintain a level of capital that allows it to implement its business strategy while complying with investment and debt restrictions as well as existing debt covenants (see "Liquidity and Capital Resources"). The total capital of the Investment LP as at December 31, 2024 is summarized below:

	December 31, 2024	December 31, 2023
Loans payable(1)	$ 461,314	$ 440,192
Equity attributable to Partners and non-controlling interests	59,014	122,340
Less: non-controlling interests	614	(51)
Total equity attributable to Partners	$ 520,942	$ 562,481

(1) Loans payable includes 100% of the loan payable for Ventura. The non-controlling interest reflects the minority ownership of 10% in Ventura owned by the holder of the non-controlling interest.

			December 31, 2024	December 31, 2023
Indebtedness to Gross Book Value			89.7%	79.1%
Weighted average interest rate - as at period end(1)			6.10%	5.63%
Weighted average loan term to maturity(2)			1.57 years	0.86 years
	Q4-2024	Q4-2023	YTD-2024	YTD-2023
Weighted average interest rate - average during period(1)	6.10%	5.57%	5.91%	5.49%
Interest and Indebtedness Coverage Ratio(3)	0.92x	0.89x	0.94x	0.88x

(1) The weighted average interest rate on loans payable is presented as at December 31, 2024 reflecting the prevailing index rate, as applicable to each loan, as at that date (see "Loans Payable") and includes the maximum interest rate on the Unsecured Financing of 6.10% (see "Financing Activities"). As at November 13, 2025, the Investment LP had fixed rate debt in place on certain of its loans payable which protect the Investment LP from increases in SOFR (see "Fair value gain on derivative financial instruments").
(2) The weighted average term to maturity assumes that certain extension options have been utilized by the Investment LP. Such extension options available to the Investment LP are outlined on the consolidated financial statements of the Investment LP for the year ended December 31, 2024 and are subject to certain conditions.
(3) These calculations exclude $964 and $2,461 of interest costs or debt service shortfall funding for Q4-2024 and YTD-2024 as these amounts are accrued and payable only at maturity of the applicable loan payable.

As at December 31, 2024, the overall leverage, as represented by the ratio of Indebtedness to Gross Book Value, was 89.7% (December 31, 2023 - 79.1%) and the weighted average term to maturity was 1.57 years (December 31, 2023 - 0.86 years). The maximum allowable leverage ratio under the Declaration of Trust restricts the Fund and the Investment LP from entering into any additional indebtedness whereby at the time of entering into such indebtedness, the leverage ratio would exceed 75% (as defined in the Declaration of Trust). As of the date of issuance of this MD&A, the Investment LP did not exceed the maximum leverage condition and continues to focus on managing the Investment LP's capital structure, including the overall leverage (See "Liquidity and Capital Resources and "Future Outlook").

For Q4-2024 and YTD-2024, the Interest Coverage Ratio and the Indebtedness Coverage Ratio were both 0.92x and 0.94x (Q4-2023 and YTD-2023 - 0.89x and 0.88x), as there were no principal payments paid or required to be paid during the period. The principal repayment amount paid under the Lyric loan payable has been excluded from this calculation as a result of it being related to the Investment LP's evaluation of a refinancing or longer term extension of this loan payable. In the event such amounts were included in the calculations above, Q4-2024 Indebtedness Coverage Ratio would have been 0.74x.

The Investment LP also utilizes interest rate caps, swaps or fixed rate debt on certain of its mortgages on its Properties to limit the potential impact on the Investment LP's financial performance from any increases in interest rates. As a result of such interest rate caps, swaps or fixed rate debt in place as at December 31, 2024, the Investment LP's weighted average interest rate was 6.10% (see "Fair value adjustment on derivative instruments" for further details).

The Investment LP also continues to actively monitor the interest rate environment and any associated impact this may have on the Investment LP's financial performance. Any shortfall of operating income relative to interest costs is funded from cash on hand. The Investment LP may also enter into additional financing, evaluate potential asset sales or other alternatives in the best economic interests of the Partners in the event liquidity is required to fund the ongoing operations of the Investment LP (see "Future Outlook").

C-25
24

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

LOANS PAYABLE

The following table sets out scheduled principal and interest payments and amounts maturing on the loans over each of the next three fiscal years and the weighted average interest rate of maturing loans based on the Investment LP's consolidated financial statements as at December 31, 2024:

	Scheduled principal payments	Debt maturing during the year(1)	Total loans payable	Percentage of total loans payable	Weighted average interest rate of maturing loans(2)	Scheduled interest payments(3)
2025(3)	$ 3,000	$ 282,603	$ 285,603	62.0 %	5.01 %	$ 17,508
2026	—	94,623	94,623	20.5 %	6.29 %	6,630
2027	—	18,865	18,865	4.1 %	4.00 %	4,017
Thereafter	—	62,223	62,223	13.5 %	5.85 %	5,460
	$ 3,000	$ 458,314	$ 461,314	100.1 %	5.29 %	$ 33,615
Unamortized financing costs			(2,460)
Carrying value			$ 458,854

(1) Debt maturing during the year is based on initial maturity of the existing loan agreements and excludes any extension options.
(2) Scheduled interest payments and interest rates are based on the applicable Term SOFR or NY SOFR rate as at December 31, 2024, including any interest rate caps in place and required based on the terms of existing loan agreements.
(3) The debt maturing in 2025 has extension options under the existing loan agreement, subject to certain conditions. See "Future Outlook" for the risks associated with the Investment LP's achievement of the conditions to exercise of such extension options and the potential resulting impacts.

FINANCING ACTIVITIES

On April 9, 2024, the Investment LP amended the Emerson loan payable to extend the term by one year to April 9, 2025 and reduced the requirement to purchase a one-year interest rate cap to a six-month cap with a notional amount of $57,687 and 2.75% SOFR strike rate. On September 17, 2024, the Investment LP purchased another interest rate cap for the Emerson loan payable with a six-month term, notional amount of $57,687 and 2.75% Term SOFR strike rate (see "Subsequent Events").

On May 1, 2024, the Investment LP amended the Ventura loan payable to extend the term to February 9, 2026, discharge its obligation to purchase a replacement interest rate cap and defer a portion of the debt service at the property, whereby the Investment LP can defer up to approximately $125 per month subject to certain terms. The outstanding balance on any deferred amounts bears an interest at 12.0% per annum, compounded monthly, which is accrued and payable at the time of repayment of such loan. Any accrued debt service costs or debt service shortfall funding which have been deferred and are payable upon maturity of the loan are included in interest expense within the consolidated statement of loss and comprehensive loss with an offsetting amount added to the loans payable principal outstanding which during Q4-2024 and YTD-2024 was $614 and $1,873, respectively. As at December 31, 2024 the Investment LP had accrued and deferred a total of $1,873 of debt service costs which are included in the principal balance outstanding reported at such date (December 31, 2023 - $nil) whereby such amounts bear interest at 12.0% per annum and the remaining principal outstanding on the Ventura loan payable at that time of $92,750 bears interest at Term SOFR + 3.50%.

On May 9, 2024, the Investment LP purchased a replacement interest rate cap for the Lyric loan payable with a three-month term, notional amount of $91,375 and 3.0% Term SOFR strike rate (see "Subsequent Events").

On June 28, 2024, the Investment LP refinanced the existing Indigo loan payable by entering into a new loan payable with a principal outstanding of $62,223 secured by Indigo and discharged its obligation to purchase an interest rate cap. The loan payable has a five-year term with monthly IO payments bearing interest at a fixed rate of 5.85%.

On June 28, 2024, a subsidiary of the Investment LP entered into an unsecured financing with a principal outstanding of $18,277 and three-year term with monthly IO payments amounting to a minimum 4.00% per annum with an additional amount of interest up to a maximum of 12.00% accrued and payable upon the repayment of the Unsecured Financing. Any accrued debt service costs or debt service shortfall funding which have been deferred and are payable upon maturity of the loan are included in interest expense within the consolidated statement of loss and comprehensive loss with an offsetting amount added to the loans payable principal outstanding which during Q4-2024 and YTD-2024 was $350 and $588, respectively. As at December 31, 2024, the Investment LP had accrued and deferred a total of $588 of debt service costs which are included in the principal balance outstanding reported at such date (December 31, 2023 - $nil). The proceeds of the Unsecured Financing were used to repay $14,700 towards the Fund's credit facility. The Fund intends to make its credit facility available to the Investment LP, following the proposed reorganization (see Subsequent Events).

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On December 9, 2024, the Investment LP entered into an amendment of the terms of the Lyric loan payable, extending its maturity to April 9, 2025 as the Investment LP actively pursues a long-term extension. Under the terms of the extension, the Investment LP is committed to monthly payments of $1,000 starting December 9, 2024 to March 9, 2025 towards the principal of the loan (see "Subsequent Events").

The Investment LP continues to actively monitor the interest rate environment and any associated impact elevated interest rates may have on the Investment LP's financial performance.

COMMITMENTS AND CONTINGENCIES

From time to time in the normal course of business, the Investment LP may be involved in litigation and claims in relation to its investment properties. As at the date hereof, in the opinion of management, none of the litigation or claims, individually or in aggregate, would result in a liability that would have a significant adverse effect on the financial position of the Investment LP. The Investment LP has agreed to indemnify, in certain circumstances, the directors and officers of the Investment LP and its subsidiaries.

PARTNERS' EQUITY

Investment LP is owned by the Fund through class A limited partnership units and an entity controlled by the Partner and Chief Executive Officer of the Investment LP, Daniel Drimmer, via class B LP Units. Each class of unit is entitled to a share of any distributions and net assets of the Investment LP based on certain entitlements for each class. Subsequent to December 31, 2024, the Fund and Investment LP announced a proposed agreement for extinguishing any entitlements to the carried interest which could have been payable by the Fund in future periods. As a result, the Investment LP would no longer have an ongoing obligation for payments of a carried interest (See "Subsequent Events").

For YTD-2024, the Investment LP declared distributions of $4,542 to the Partners (YTD-2023 - contributions from Partners of $22,865).

RELATED PARTY TRANSACTIONS AND ARRANGEMENTS

ARRANGEMENTS WITH THE MANAGER

The Investment LP engaged the Manager to perform certain management services, as outlined below. The Manager is a related party to the Investment LP as the Manager is owned and controlled by Daniel Drimmer, a director and President and Chief Executive Officer of Starlight Group and a trustee and Chief Executive Officer of the Fund. The management agreement dated November 15, 2021 (the "Management Agreement") expires on the winding-up or dissolution of the Investment LP, unless the Management Agreement is terminated in accordance with the termination provisions.

(a) Asset management fees: Pursuant to the Management Agreement, the Manager is to perform asset management services for annual fees equal to 0.35% of the sum of: (i) the historical purchase price of the Properties acquired; and (ii) the cost of any capital expenditures in respect of the Properties since the date of acquisition by the Investment LP. In addition, the Investment LP reimburses the Manager for all reasonable and necessary actual out-of-pocket costs and expenses incurred by the Manager in connection with the performance of the services described in the Management Agreement or such other services which the Investment LP and the Manager agree in writing are to be provided from time to time by the Manager.

For Q4-2024 and YTD-2024, the Investment LP incurred asset management fees of $552 and $2,204 (Q4-2023 and YTD-2023 - $549 and $2,190), which were charged to partnership expenses. The amount payable to the Manager as at December 31, 2024 was $2,204 (December 31, 2023 - $183).

(b) Acquisition fees: Pursuant to the Management Agreement, the Manager is entitled to receive an acquisition fee equal to 1% of the purchase price of a multi-family property acquired, directly or indirectly, by the Investment LP as a result of such properties having been presented to the Investment LP by the Manager.

For Q4-2024 and YTD-2024, the Investment LP did not incur any acquisition fees (Q4-2023 and YTD-2023 - $nil). Acquisition fees are paid at the time of acquisition and are initially capitalized to investment properties on acquisition.

(c) Guarantee Fees: Pursuant to the Management Agreement as assigned, in the event that the Manager is required by the lenders of the Investment LP to provide a financing guarantee in connection with the amount borrowed by the Investment LP or its wholly owned subsidiaries to indirectly acquire an interest in the Properties, the Investment LP and Starlight U.S. Residential (Multi-Family) REIT Inc. will, in consideration for providing such guarantee, in aggregate, pay the Manager a guarantee fee represented by an annual amount equal to 0.15% of the then-outstanding amount of such guaranteed funds. This fee is calculated and payable in arrears on the first day of

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each month. For Q4-2024 and YTD-2024, the Investment LP did not incur any guarantee fees (Q4-2023 and YTD-2023 - $nil).

Other related party transactions

Aggregate compensation to key management personnel was $nil for Q4-2024 and YTD-2024, as compensation of these individuals is paid by the Manager pursuant to the Management Agreement (Q4-2023 and YTD-2023 - $nil).

The Investment LP owns a 90% interest in Ventura Mezz LLC, an entity indirectly owning Ventura, with the remaining 10% ownership of Ventura Mezz LLC acquired by an entity controlled by Daniel Drimmer, a director and President and Chief Executive Officer of Starlight Group and a trustee and Chief Executive Officer of the Fund ("Ventura Minority Owner"). There are no ongoing contractual commitments with the Ventura Minority Owner other than typical governing legal documents for Ventura Mezz LLC which outlines that all decision making in respect of such entity, including day-to-day and material decisions, will be proportionately made by the Investment LP, including its subsidiaries, and the Ventura Minority Owner through established governance practices. The purchase price of Ventura, including the 10% acquired by the Ventura Minority Owner, was determined based on the agreed upon purchase price with the third party seller and represents the fair value of the property acquired at that time.

CARRIED INTEREST

The partners of Starlight Investments Residential Partnership ("SIRP") (currently being Starlight Group and the President of the Fund), through SIRP's indirect interest in Starlight U.S. Residential (Multi-Family) Holding L.P. (the "Holding LP"), are entitled to the carried interest, being an aggregate amount equal to 25% of the total of all amounts each of which is the amount, if any, by which (i) the aggregate amount of distributions which would have been paid on all Units of the Fund (assuming all Class B LP Units were exchanged for class C Units) of a particular class if all distributable cash of the Holding LP were received by the Fund (through the Investment LP and Starlight U.S Residential (Multi-Family) Investment GP, Inc.), together with all other amounts distributable by the Fund (including distributable cash generated by investees of the Fund not held through the Holding LP, if any), and distributed by the Fund (net of any amounts required to provide for expenses and determined without reference to any applicable U.S. taxes payable by or on behalf of the Fund, the Investment LP or any other investee partnership that is treated as a corporation for U.S. federal income tax purposes) to unitholders of the Fund (the "Unitholders") in accordance with the Declaration of Trust, exceeds (ii) the aggregate minimum return, in respect of such class of Units (including, in the case of class C Units, the class C Units issuable upon exchange of Class B LP Units) of the Fund (the calculation of which includes the amount of the investors capital return base), each such excess, if any, to be calculated in U.S. dollars and, in the case of Canadian dollar Units, based on the applicable exchange rate on the date of distribution for actual distributions paid by the Fund and otherwise on the date of the applicable distribution by any relevant investee to the Fund, provided that, to the extent that the aggregate amount of distributions which would have been paid on all Units (assuming all Class B LP Units were exchanged for class C Units) of a particular class pursuant to the foregoing exceeds the minimum return for such class, the partners of SIRP, through SIRP's indirect interest in the Holding LP, will be entitled to an aggregate amount equal to 50% of each such excess amount (i.e., a catch-up) until the amounts, if any, distributable to the Unitholders in excess of the investors capital return base as defined in the Fund's final long form prospectus dated October 28, 2021, is equal to three times (i.e., 75%/25%) the catch-up payment receivable by the partners of SIRP in respect of such class. Pursuant to a side letter to be entered into between the partners of SIRP and the holders of class I Units, the partners of SIRP will pay a percentage of the carried interest received to the holders of class I Units in an amount that is intended to result in the carried interest retained by the partners of SIRP being reduced to 20% in respect of the class I Units, with no catch-up amount (see "Other Income and Expenses" for discussion of the amounts presented for provision for carried interest).

Subsequent to December 31, 2024, the Fund and Investment LP announced a proposed agreement with the partners of the SIRP for extinguishing any entitlements to the carried interest which could have been payable by the Fund in future periods. As a result, the Investment LP would no longer have an ongoing obligation for payments of a carried interest (see "Subsequent Events").

MATERIAL ACCOUNTING POLICIES AND CHANGES IN ACCOUNTING POLICIES

A summary of the material accounting policies is provided in Note 3 to the audited consolidated financial statements of the Investment LP for the year ended December 31, 2024. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities at each financial statement date, and revenues and expenses for the periods indicated. Actual results could differ from those estimates.

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CRITICAL JUDGMENTS AND ESTIMATES

The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates. In making estimates and judgments, management relies on external information and observable conditions where possible, supplemented by internal analysis as required. Those estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that it believes will materially affect the methodology or assumptions utilized in making those estimates and judgments in these consolidated financial statements. The estimates used in determining the recorded amount for assets and liabilities in the consolidated financial statements include the following:

Accounting for Acquisitions: Management must assess whether the acquisition of a property should be accounted for as an asset purchase or business combination. This assessment affects the accounting treatment of transaction costs, the allocation of the costs associated with the acquisition and whether or not goodwill is recognized. The Investment LP's acquisitions are generally determined to be asset purchases as the Investment LP does not acquire an integrated set of processes as part of the acquisition transaction.

Investment Properties: The estimates used when determining the fair value of investment properties are capitalization rates and stabilized future cash flows. The capitalization rate applied is reflective of the characteristics, location and market of each investment property. The stabilized future cash flows of each investment property is based upon rental income from current leases and assumptions about occupancy rates and market rent from future leases reflecting current conditions, less future cash outflows relating to such current and future leases. Management determines fair value internally utilizing internal financial information, external market data and capitalization rates provided by independent industry experts and third-party appraisals.

Financial Instruments: Critical judgments and estimates are also made in the determination of fair value of financial instruments and include assumptions and estimates regarding future interest rates, the relative creditworthiness of the Investment LP to its counterparties, the credit risk of the Investment LP's counterparties relative to the Investment LP, the estimated future cash flows and discount rates.

Leases: The Investment LP makes judgments in determining whether certain leases, in particular resident leases are accounted for under IFRS as either operating or finance leases. The Investment LP has determined that all of its leases are operating leases.

Income Taxes: The Investment LP applies judgment in determining the tax rates applicable to its subsidiaries and identifying the temporary differences in each of such legal subsidiaries in respect of which deferred income taxes are recognized. Deferred taxes relate to temporary differences arising from its subsidiaries and are measured based on tax rates that are expected to be applied in the year when the asset is realized, or the liability is settled. Temporary differences are differences that are expected to reverse in the future and arise from differences between accounting and tax asset values. The Investment LP's estimate of deferred taxes is based on the assumption that the Investment LP's liquidating event occurs either through a direct sale of the Properties or through a disposition of its ownership interests in its U.S. subsidiaries. Should the Investment LP's liquidating event occur through a sale of the Partners's Capital, the estimated deferred taxes would not be incurred by the Investment LP.

Consolidation: The Investment LP has determined that it controls all of its subsidiaries, including the significant subsidiaries (as defined in the consolidated financial statements for the year ended December 31, 2024). In making this determination, it considered the relationships between the Investment LP, the Manager, and the significant subsidiaries including ownership interests, voting rights and management agreements. Through this analysis, it was determined that the Manager is an agent of the Investment LP.

Carried Interest: The determination by the Investment LP as at each Statement of Financial Position date as to whether a provision for carried interest should be recognized to the partners of SIRP is based, among other criteria, on the Fund's analysis of the net equity attributable to the Unitholders, distributions paid to Unitholders since the formation of the Investment LP and the Investment LP's ability to meet the requirement to return the initial investment amount contributed from the Partners. Subsequent to December 31, 2024, the Fund and Investment LP announced a proposed agreement with the partners of the SIRP for extinguishing any entitlements to the carried interest which could have been payable by the Fund in future periods. As a result, the Investment LP would no longer have an ongoing obligation for payments of a carried interest (see "Subsequent Events").

FUTURE ACCOUNTING POLICY CHANGES

The future accounting policy changes are discussed in the Investment LP's consolidated financial statements for the year ended December 31, 2024 and the notes contained therein.

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RISKS AND UNCERTAINTIES

There are certain risks inherent in an investment in the capital of the Investment LP and activities of the Investment LP. Current and prospective investors of the Investment LP should carefully consider such risk factors. If any of the following risks or if others occur, the Investment LP's business, operating results and financial condition could be seriously harmed, and investors may lose all of their investment. Risks affecting the Investment LP will affect its ability to make distributions on its Partners' Capital. Some of these risk factors are described below:

(a. Acquisition Risk - The acquisition of properties entails risks that investments will fail to perform in accordance with expectations, including the risks that the properties will not achieve anticipated occupancy levels and that estimates of the costs of improvements to bring an acquired property up to standards established for the market position intended for that property may prove inaccurate. In undertaking such acquisitions, the Investment LP or its subsidiaries will incur certain risks, including the expenditure of funds, including non-refundable deposits, due diligence costs and inspection fees, and the devotion of the Manager's time to transactions that may not come to fruition. The operation of Properties may not generate sufficient funds to make the payments of principal and interest due on any mortgage loans and, upon default, one or more lenders could exercise their rights including foreclosure or the sale of properties.

(b. Disposition Risk - The Investment LP may undertake strategic property dispositions from time to time in order to maintain an optimal portfolio composition in the best interest of the Partners. Failure to dispose of certain assets not aligned with the Investment LP's investment criteria may adversely affect its operations and financial performance.

(c. Inflation Risk - Increased inflation could have a more pronounced negative impact on the Investment LP's operations in the future. Similarly, during periods of high inflation, annual rent increases may be less than the rate of inflation. Substantial inflationary pressures, including as a result of possible tariffs placed by the United States and retaliatory tariffs placed on the United States, could lead to higher rates of unemployment and may have an adverse impact on residents' ability to pay rent, which could negatively affect the financial condition of the Investment LP. Although central banks have recently cut interest rates, there is no assurance that such interest rate cuts continue, or that central banks would not reverse such decisions if inflation were to increase. In addition, tariffs or other trade measures could result in further increased inflation, which may result in further efforts by central banks and governments to address such inflation. The Investment LP's operations and financial condition could be materially and adversely affected to the extent that an economic slowdown or downturn occurs, is prolonged or becomes more severe, or as a result of government intervention to address inflation.

(d. Capital Expenditure Program - If the in-suite and common area expenditure program for any one or more Properties is not completed as expected or at all, monthly rents may decrease, remain unchanged or not increase as expected and expected returns on the disposition of such Properties may be less than modelled. In addition, the costs associated with any capital expenditure program may reduce the funds available to pay distributions or result in an ability to pay distributions. If the costs to complete a capital expenditure program for one or more Properties exceeds the anticipated costs, the cash available for distributions may be decreased, and/or the expected value of a property upon disposition may be less than modelled.

(e. General Real Estate Ownership Risks - All real property investments are subject to a degree of risk and uncertainty including general economic conditions, local real estate markets, and various other factors. The value of real property and any improvements thereto depend on the credit and financial stability of residents and upon the vacancy rates of such properties. The Properties generate revenue through rental payments made by the residents thereof. The ability to rent vacant suites in the Properties will be affected by many factors, including changes in general economic conditions (such as the availability and cost of mortgage funds, inflation, deflation or stagflation, unemployment, geopolitical issues, such as sanctions, tariffs, trade disputes, trade tensions, conflicts, the imposition of exchange controls or other cross-border trade barriers and a local, regional, national or international outbreak of a contagious disease), local conditions (such as an oversupply of space or a reduction in demand for real estate in the area), government regulations, changing demographics, competition from other available properties, and various other factors. In particular, the impact or effect of recent announcements by the U.S. regarding potential tariffs imposed on various countries' exports, and any retaliatory tariffs imposed on the U.S. by such countries, remain unknown and could have significant effects on the economy, which in turn could impact the Investment LP or its financial condition and operations. If a significant number of residents are unable to meet their obligations under their leases or if a significant amount of available space in the Properties becomes vacant and cannot be re-leased on economically favourable terms, the Properties may not generate revenues sufficient to

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meet operating expenses, including debt service and capital expenditures, and distributable cash, if any, will be adversely affected.

Certain significant expenditures, including property taxes, maintenance costs, mortgage payments, insurance costs and related charges must be made throughout the period of ownership of real property regardless of whether a Property is producing any income. Real property investments tend to be relatively illiquid, with the degree of liquidity generally fluctuating in relationship with demand for and the perceived desirability of such investments. Such illiquidity will tend to limit the Investment LP's ability to vary its portfolio promptly in response to changing economic or investment conditions. If the Investment LP were to be required to quickly liquidate its Properties, the proceeds might be significantly less than the aggregate carrying value of the Properties or less than what could be expected to be realized under normal circumstances. The Investment LP may, in the future, be exposed to a general decline of demand by residents for space in Properties. As well, certain of the leases of the Properties may have early termination provisions which, if exercised, would reduce the average lease term.

Historical occupancy rates and revenues are not necessarily an accurate prediction of the future occupancy rates for the Properties or revenues to be derived therefrom. There can be no assurance that, upon the expiry or termination of existing leases, the average occupancy rates and revenues will be higher than historical occupancy rates and revenues, and it may take a significant amount of time for market rents to be recognized by the Investment LP due to internal and external limitations on its ability to charge these new market-based rents in the short-term.

(f. Catastrophic Events, Natural Disasters, Severe Weather and Disease - The Investment LP's business may be negatively impacted to varying degrees by a number of events which are beyond its control, including tornadoes, earthquakes, fires, floods, ice storms, cyber-attacks, unauthorized access, energy blackouts, pandemics, outbreaks of infectious disease, other public health crises affecting the markets where the Investment LP operates, terrorist attacks, acts of war, or other natural or manmade catastrophes. While the Investment LP engages in emergency preparedness, including business continuity planning, to mitigate risks, such events can evolve very rapidly and their impacts can be difficult to predict. As such, there can be no assurance that in the event of such a catastrophe that the Investment LP's operations and ability to carry on business will not be disrupted. The occurrence of such events may not release the Investment LP from performing its obligations to third parties. A catastrophic event, or fear associated therewith, could increase investment costs to repair or replace damaged properties, increase future property insurance costs and negatively impact resident demand, which could have a negative impact on the Investment LP's ability to conduct its business and increase its costs. In addition, liquidity and volatility, credit and insurance availability and market and financial conditions generally could change at any time as a result. While the Investment LP will seek to maintain insurance for loss of revenue resulting from the occurrence of certain natural disasters, insurance for certain natural disasters may not be available, and any of these events in isolation or in combination, could have a material negative impact on the Investment LP's financial condition and results of operations, decrease the amount of cash available for distribution to Partners.

The Investment LP may be exposed to the impact of events caused by climate change, including an increase in the frequency and severity of the natural disasters and serious weather conditions outlined above. Furthermore, as a real estate property owner and manager, the Investment LP faces the risk that its properties will be subject to government initiatives and reforms aimed at countering climate change, such as reduction in greenhouse gas emissions. The Investment LP may require operational changes and/or incur financial costs to comply with any such reforms. Any failure to adhere and adapt to climate change could result in fines or adversely affect the Investment LP's reputation, operations or financial performance.

(g. Co-investment/Joint Ventures - The Investment LP, on advice of the Manager, may invest in, or be a participant in, directly or indirectly, joint ventures and partnerships with third parties in respect of the Properties. A joint venture or partnership involves certain additional risks, including:

i. the possibility that such co-venturers/partners may at any time have economic or business interests or goals that will be inconsistent with the Investment LP's or take actions contrary to the Manager's instructions or requests or to the Manager's policies or objectives with respect to the Properties;

ii. the co-venturer/partner may have control over all of the day-to-day and fundamental decisions relating to a property;

iii. the risk that such co-venturers/partners could experience financial difficulties or seek the protection of bankruptcy, insolvency or other laws, which could result in additional financial demands to maintain and operate such Properties or repay the co-venturers'/partners' share of property debt guaranteed by the Investment LP or its subsidiaries or for which the Investment LP or its subsidiaries will be liable and/or result

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in the Investment LP suffering or incurring delays, expenses and other problems associated with obtaining court approval of joint venture or partnership decisions;

iv. the risk that such co-venturers/partners may, through their activities on behalf of or in the name of the ventures or partnerships, expose or subject the Investment LP or its subsidiaries to liability; and

v. the need to obtain co-venturers'/partners' consents with respect to certain major decisions or inability to have any decision making authority, including the decision to distribute cash generated from such Properties or to refinance or sell a Property.

In addition, the sale or transfer of interests in certain of the joint ventures and partnerships may be subject to certain requirements, such as rights of first refusal, rights of first offer or drag-along rights, and certain of the joint venture and partnership agreements may provide for buy-sell or similar arrangements. Such rights may inhibit the Investment LP's ability to sell an interest in a property or a joint venture/partnership within the time frame or otherwise on the basis the Manager desires. Additionally, drag-along rights may be triggered at a time when the Manager may not advise the Investment LP to sell its interest in a Property, but the Investment LP may be forced to do so at a time when it would not otherwise be in its best interest.

(h. Inability to Dispose of Properties or Geographically Diversify - The Investment LP may be unable to reduce its exposure in any one of the Primary Markets by disposing of certain Properties and by replacing such properties with new properties in the Primary Markets having greater potential NOI growth and value, or to achieve further geographical diversification of the Investment LP's overall portfolio or a more balanced distribution of properties within Primary Markets through dispositions and acquisitions of properties in the Primary Markets. As a result, the Investment LP may face exposure to downturns in any one of the Primary Markets or from a lack of geographical diversification or an unbalanced distribution of properties within Primary Markets.

(i. Substitutions for Residential Rental Suites and Homes - Demand for rental suites or homes in the Properties is impacted by and inversely related to the relative cost of home ownership. The cost of home ownership depends upon, among other things, interest rates offered by financial institutions on mortgages and similar home financing transactions. Interest rates offered by financial institutions for financing home ownership have been at high levels. If the interest rates offered by financial institutions for home ownership financing are relatively low, demand for rental suites may be adversely affected. A reduction in the demand for rental suites may have an adverse effect on the Investment LP's ability to lease suites or rental homes in the Properties and on the rents charged.

(j. Government Regulation - Certain states in the U.S. may have enacted residential tenancy legislation which may impose, among other things, rent control guidelines that limit the Investment LP's ability to raise rental rates at the Properties. Limits on the Investment LP's ability to raise rental rates or evict residents for non-payment at the Properties may adversely affect the Investment LP's ability to increase income from the Properties. Arizona, Colorado, Florida, Georgia, Idaho, Nevada, North Carolina, South Carolina, Tennessee, Texas, Utah and Washington have not currently enacted residential tenancy legislation that imposes rent control guidelines that could limit the Investment LP's ability to raise rental rates at its Properties.

In addition to limiting the Investment LP's ability to raise rental rates, residential tenancy legislation in such states may provide certain rights to residents, while imposing obligations upon landlords. Certain states may also prescribe procedures which must be followed by a landlord in order to terminate a residential tenancy or entirely restrict termination. As certain proceedings may need to be brought before the respective judicial or administrative body governing residential tenancies as appointed under a state's residential tenancy legislation, it may take several months to terminate a residential lease, even where the resident's rent is in arrears.

Further, residential tenancy legislation in certain states may provide residents with the right to bring certain claims to the respective judicial or administrative body seeking an order to, among other things, compel landlords to comply with health, safety, housing and maintenance standards. As a result, the Investment LP may, in the future, incur capital expenditures which may not be fully recoverable from residents.

Residential tenancy legislation may be subject to further regulations or may be amended, repealed or enforced, or new legislation may be enacted, in a manner which will materially adversely affect the ability of the Investment LP to maintain the historical level of earnings of the Properties.

(k. Changes in Applicable Laws - The Investment LP's operations must comply with numerous federal, state and local laws and regulations, some of which may conflict with one another or be subject to limited judicial or regulatory interpretations. These laws and regulations may include zoning laws, building codes, landlord resident laws, tax laws and other laws generally applicable to business operations. Non-compliance with laws could expose

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the Investment LP to liability. Lower revenue growth or significant unanticipated expenditures may result from the Investment LP's need to comply with changes in applicable laws, including (i) laws imposing environmental remedial requirements and the potential liability for environmental conditions existing on Properties or the restrictions on discharges or other conditions, or (ii) other governmental rules and regulations or enforcement policies affecting the development, use and operation of the Properties, including changes to building codes and fire and life-safety codes.

(I. Currency Risk - Currency risk is the risk that the Investment LP encounters from fluctuations in the Canadian/U.S. dollar exchange rate. The revenues and expenses of the Properties are denominated in U.S. dollars and distributions made to Partners could be in both Canadian and U.S. dollars. The Investment LP converts distribution amounts, if any, into Canadian dollars, as applicable, before distributions are paid to Partners. As a consequence, any distributions paid are impacted by the prevailing exchange rates.

(m. Financing Risks - There is no assurance that the Manager will be able to obtain sufficient mortgage loans to finance the acquisition of properties, or, if available, that the Manager will be able to obtain mortgage loans on commercially acceptable terms. Further, there is no assurance or guarantee that any mortgage loans, if obtained, will be renewed when they mature or, if renewed, renewed on the same terms and conditions (including the rate of interest). In the absence of mortgage financing, the number of properties which the Investment LP is able to purchase will decrease and the return from the ownership of properties (and ultimately the return on an investment on Partners' Capital) will be reduced. The Investment LP is subject to the risks associated with debt financing, including the risk that the existing mortgage loans secured by the Properties will not be able to be refinanced or that the terms of such refinancing will not be as favourable as the terms of existing indebtedness. In order to minimize this risk, the Investment LP attempts to appropriately structure the timing of the renewal of significant resident leases on the Properties in relation to the time at which mortgage loans on such Properties becomes due for refinancing.

(n. Interest Rate Fluctuations - Mortgage loans may include indebtedness with interest rates based on variable lending rates that will result in fluctuations in the Investment LP's cost of borrowing. The Investment LP's objective in managing interest rate risk is to minimize the volatility of the Investment LP's income. The Investment LP has entered into interest rate cap agreements for certain of its variable rate loans which protect the Investment LP from increases in NY SOFR or Term SOFR index rates beyond stipulated levels. In certain instances and typically in the event no existing interest rate cap is in place for such loan payable, the Investment LP is required to purchase an interest rate cap if NY SOFR or Term SOFR index rates increase above certain levels in accordance with terms in the loan agreements. In addition, if existing interest rate caps in place have an expiry date prior to the maturity date of the applicable loan payable to which it relates, the Investment LP may be required to purchase a replacement interest rate cap for the duration such loan remains outstanding, subject to certain conditions in each applicable loan agreement. Typically such interest rate caps would be required to be purchased on or before the expiry of the existing interest rate cap, if applicable. The cost of such interest rate cap replacements may fluctuate significantly depending on changes in forward looking interest rate expectations and other factors which may lead to difficulty for the Investment LP to obtain sufficient liquidity to purchase the replacement interest rate caps. In addition, certain lenders require amounts to be funded into escrow to fund the purchase of such replacement interest rate caps. The lenders regularly review such monthly escrow funding requirements and may change such funding requirements based on anticipated cost of purchasing the replacement interest rate caps. Any significant increase in the funding amounts required may lead to difficulty for the Investment LP to obtain sufficient liquidity to fund these escrows.

(o. Liquidity Risk - The Investment LP's ability to meet its financial obligations as they become due represents the Investment LP's exposure to liquidity risk. It is the Investment LP's intention to either repay or refinance maturing liabilities with newly issued secured or unsecured debt, or to dispose certain assets. Cash flow generated from operating activities and cash on hand are the primary sources of liquidity to pay any distributions, sustaining capital expenditures and to re-purchase interest rate caps upon expiration. The Investment LP closely monitors its liquidity position but in the event cash flow from operating activities and cash on hand are not sufficient to cover debt servicing costs and other financial obligations of the Investment LP and other sources of liquidity are not readily available, the Investment LP may be forced to sell its interest in a Property at a time when it would not otherwise be in its best interest. In the event the Investment LP is not able to refinance a loan at maturity or due to the failure of achieving certain conditions to extend such loans with an existing lender, or if the Investment LP does not have sufficient liquidity or other sources of capital sufficient to make any such principal repayments required to achieve the applicable loan extension tests and if the Investment LP is not able to otherwise negotiate an extension of such loan, the applicable lender may provide formal notice of an event of default expressing its right to demand

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repayment of the borrowings relating to such property at the lender's discretion. Under this scenario, the Investment LP may be obligated to sell such properties or explore other options in the best economic interests of the Investment LP in order to discharge its obligations under any of the applicable loan agreements. This may also result in the lender pursuing litigation against the Investment LP, or certain of its subsidiaries.

(p. Potential Undisclosed Liabilities Associated with Acquisitions - The Properties acquired may be subject to existing liabilities, some of which might have been unknown at the time of the acquisition, which the Investment LP might have failed to uncover in its due diligence. Unknown liabilities might include liabilities for claims by residents, vendors or other persons dealing with the vendor or predecessor entities (that have not been asserted or threatened to date), tax liabilities, accrued but unpaid liabilities incurred in the ordinary course of business and cleanup and remediation of undisclosed environmental conditions. While in some instances the Investment LP may indirectly have the right to seek reimbursement against an insurer or another third party for certain of these liabilities, the Investment LP may not have recourse to the vendor of the Properties for any of these liabilities.

(q. Environmental Matters - The Investment LP is subject to various other requirements (including federal, provincial, state and municipal laws, as applicable) relating to environmental matters. Such requirements provide that the Investment LP could be, or become, liable for environmental or other harm, damage or costs, including with respect to the release of hazardous, toxic or other regulated substances into the environment and/or affecting persons, and the removal or other remediation of hazardous, toxic or other regulated substances that may be present at or under its Properties, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, mercury, volatile organic compounds, underground storage tanks, pesticides and other miscellaneous materials. Such requirements often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. Additional liability may be incurred by the Investment LP with respect to the release of such substances from the Properties to properties owned by third parties, including properties adjacent to the Properties or with respect to the exposure of persons to regulated substances.

The failure to remove or otherwise address such substances may materially adversely affect the Investment LP's ability to sell such Property, maximize the value of such Property or borrow using such Property as collateral security, and could potentially result in claims or other proceedings against the Investment LP. It is the Investment LP's operating policy to obtain or be entitled to rely on an environmental site assessment prior to acquiring a Property. Where an environmental site assessment warrants further investigation, it is the Investment LP's operating policy to conduct further environmental assessments. Although such environmental assessments provide the Investment LP with some level of assurance about the condition of the Properties, the Investment LP may become subject to liability for undetected contamination or other environmental conditions of its Properties against which it cannot have insurance, or against which the Investment LP may elect not to have insurance where insurance premium costs are considered to be disproportionate to the assessed risk, which could have a material adverse effect on the Investment LP's business, cash flows, financial condition and results of operations and ability to make distributions to Partners. Environmental laws and other requirements can change and the Investment LP may become subject to more stringent environmental laws and other requirements in the future. Compliance with more stringent environmental requirements, the identification of currently unknown environmental issues or an increase in the costs required to address a currently known condition may have a material adverse effect on the Investment LP's business, cash flows, financial condition and results of operations and ability to make distributions to Partners.

(r. Scrutiny and Perception Gaps Regarding ESG Matters - Evolving Partners' expectations with respect to ESG matters may pose risks to the Investment LP's brand and reputation, ability to attract and retain talent, financial outlook, cost of capital and global supply chain and business continuity, which may impact the Investment LP's ability to achieve business objectives. Increased public awareness and growing concerns about climate change and the global transition to a low carbon economy could result in a broad range of impacts. Significant capital is required to monitor emerging risks in a rapidly changing ecosystem and to sufficiently address evolving expectations related to corporate culture, business conduct and ethics, responsible management of our supply chain, transparency, respect for human rights, working and safety conditions, as well as diversity and inclusion, among other factors, which could affect profitability and reputation. Additional ESG-related regulations, changes in reporting frameworks and guidance, emergence of "greenwashing" legal actions by activist groups, and increasing regulatory expectations, as well as continuing reforms pertaining to mandatory disclosure create new and evolving compliance risks. Gaps in perception and acceptability of how ESG factors into Partners' value also require increased vigilance surrounding ESG reporting and communication. As ESG performance is assessed by proxy advisory agencies, we could also face governance issues if we do not meet their expectations.

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In addition, there are currently no universal or commonly accepted ESG or impact reporting standards and no assurance can be given that such standards will develop over time or, if such standards develop in the future, that the Investment LP's practices will align with such standards. Accordingly, no assurance is or can be given to investors that the Investment LP's focus on goals and key performance indicators or otherwise will meet investor expectations regarding ESG-related or impact investing. In the event that formal standards for ESG or similar reporting are adopted by the Canadian securities regulators, the Canadian Sustainability Standards Board, the International Sustainability Standards Board of the IFRS Foundation or similar organizations with governance over the Investment LP, the Investment LP intends to comply with such standards. Similarly, there is no legal, regulatory or market definition of or standardized criteria for what constitutes a "green", "social", "sustainable" or other equivalently labeled investment and any such designations made by third parties may not be suitable for the investment criteria of an investor. No assurance can be given that such definitions or consensus will develop over time or, if such definitions or consensus develop in the future, that initiatives undertaken by the Investment LP in accordance with its ESG practices or otherwise will meet such definitions or consensus. Accordingly, an investment in equity may not meet any or all investor expectations regarding "green", "social", "sustainable" or other equivalently labeled performance objectives.

(s. Uninsured Losses - The Investment LP or its subsidiaries will arrange for comprehensive insurance, including fire, liability and extended coverage, of the type and in the amounts customarily obtained for properties similar to those to be owned by the Investment LP or its subsidiaries and endeavours to obtain coverage where warranted against earthquakes and floods. However, in many cases certain types of losses (generally of a catastrophic nature) are either uninsurable or not economically insurable. Should such a disaster occur with respect to any of the Properties, the Investment LP could suffer a loss of capital invested and not realize any profits which might be anticipated from the disposition of such Properties.

(t. Risk Related to Insurance Renewals - Certain events could make it more difficult and expensive to obtain property and casualty insurance, including coverage for catastrophic risks. When the Investment LP's or its subsidiaries' current insurance policies expire, the Investment LP or its subsidiaries may encounter difficulty in obtaining or renewing property, cyber, directors and officers insurance or casualty insurance on its Properties at the same levels of coverage and under similar terms. Even if the Investment LP is able to renew its policies at levels and with limitations consistent with its current policies, the Investment LP cannot be sure that it will be able to obtain such insurance at premiums that are reasonable. If the Investment LP or its subsidiaries are unable to obtain adequate insurance on the Properties for certain risks, it could cause the Investment LP or its subsidiaries to be in default under specific covenants on certain of their respective indebtedness or other contractual commitments that they have which require the Investment LP or its subsidiaries to maintain adequate insurance on its Properties to protect against the risk of loss. If this were to occur, or if the Investment LP or its subsidiaries were unable to obtain adequate insurance, and the properties experienced damages that would otherwise have been covered by insurance, it could have a material adverse effect on the Investment LP's business, cash flows, financial condition and results of operations.

(u. Reliance on Third Party Property Management - The Manager may rely upon independent management companies to perform property management functions and capital improvements in respect of each of the Properties. To the extent the Manager relies upon such management companies, the employees of such management companies will devote as much of their time to the management of the Properties as in their judgment is reasonably required and may have conflicts of interest in allocating management's time, services and functions among the Properties and their other development, investment and/or management activities.

(v. Competition for Real Property Investments or Residents - The Manager competes for suitable real property investments with individuals, corporations, real estate investment trusts and similar vehicles and institutions (both Canadian, U.S. and foreign) which are presently seeking or which may seek in the future real property investments or residents similar to those sought by the Manager. Such competition could have an impact on the Investment LP's ability to lease suites in the Properties and on the rents charged. An increased availability of investment funds allocated for investment in real estate would tend to increase competition for real property investments and increase purchase prices, reducing the yield on such investments. There is a risk that continuing increased competition for real property acquisitions may increase purchase prices to levels that are not accretive.

(w. Holding Entity Structure - As a holding entity, the Investment LP's ability to meet its obligations, including payment of interest, other operating expenses and distributions, and to complete current or desirable future enhancement opportunities or acquisitions generally depends on the receipt by the Investment LP of dividends, distributions and/or interest payments from its subsidiaries as the principal source of cash flow to pay such expenses and to pay distributions on the Partners' Capital. As a result, the Investment LP's cash flows and ability to

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pay distributions, including on the Partners' capital, are dependent upon the earnings of its subsidiaries and the distribution of those earnings and other funds by its subsidiaries to it. The payment of interest, dividends and/or distributions by certain of the Investment LP's subsidiaries may be subject to restrictions set out in relevant tax or corporate laws and regulations, constating documents or other governing provisions, which may require that certain subsidiaries remain solvent following payment of any such interest, dividends and/or distributions. Substantially all of the Investment LP's business is currently conducted through its subsidiaries, and the Investment LP expects this to continue.

(x. Revenue Shortfalls - Revenues from the Properties may not increase sufficiently, or in some instances may decline, to meet increases in operating expenses or debt service payments under any mortgage loans or to fund changes in the variable rates of interest charged in respect of such loans.

(y. Fluctuations in Capitalization Rates - The fair market valuation process for the Properties is dependent on several inputs, including the current market capitalization rates. As interest rates fluctuate in the lending market, generally capitalization rates will as well, which affects the underlying value of real estate. As such, when interest rates rise, generally capitalization rates should be expected to rise. Over the period of investment, capital gains and losses at the time of disposition can occur due to the increase or decrease of these capitalization rates.

(z. Reliance on the Manager - Prospective investors assessing the risks and rewards of this investment will, in large part, be relying on the expertise of the Manager, its principal, Daniel Drimmer, and certain of its executives. In particular, prospective investors will have to rely on the discretion and ability of the Manager in determining the composition of the portfolio of properties, and in negotiating the pricing and other terms of the agreements leading to the acquisition and disposition of Properties, and implementing a capital expenditure program for each Property. The ability of the Manager to successfully implement the Investment LP's investment strategy will depend in large part on the continued employment of Daniel Drimmer, Evan Kirsh and/or Martin Liddell. If the Manager loses the services of Daniel Drimmer, Evan Kirsh and/or Martin Liddell, or if the Manager were to cease to act as the manager of the Investment LP, the business, financial condition and results of operations of the Investment LP may be materially adversely affected.

(aa. Cyber-Security - A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of the Investment LP's information resources. More specifically, a cyber-incident is an intentional attack or an unintentional event that can include gaining unauthorized access to information systems to disrupt operations, corrupt data or steal confidential information. The Investment LP's primary risks that could directly result from the occurrence of a cyber-incident include operational interruption, damage to its reputation and damage to the Investment LP's business relationships with its residents. The Investment LP has implemented processes, procedures and controls to help mitigate these risks, including installing firewalls and antivirus programs on its networks, servers and computers, but these measures, as well as its increased awareness of a risk of a cyber-incident, do not guarantee that its financial results will not be negatively impacted by such an incident.

As cyber threats evolve and become more difficult to detect and successfully defend against, one or more cyber threats might defeat the Investment LP's security measures. Moreover, employee error or malfeasance, faulty password management or other irregularities may result in a breach of the Investment LP's security measures, which could result in a breach of confidential information. If the Investment LP does not allocate and effectively manage the resources necessary to build and sustain a reliable information technology infrastructure, fails to timely identify or appropriately respond to cybersecurity incidents, or the Investment LP's information systems are damaged, destroyed, shut down, interrupted or cease to function properly, the Investment LP's business could be disrupted and the Investment LP could, among other things, be subject to: the loss of or failure to attract new tenants; the loss of revenue; the loss or unauthorized access to confidential information or other assets; the loss of or damage to trade secrets; damage to its reputation; litigation; regulatory enforcement actions; violation of privacy, security or other laws and regulations; and remediation costs. The Investment LP has secured cyber insurance coverage, however, there can be no guarantee that such coverage will respond or be sufficient to all threats incurred by the Investment LP. A cyber-security incident may result in increased premiums and deductibles for cyber liability coverage.

(ab. Data Governance and Decision Support - The Investment LP depends on relevant and reliable information to operate its business. As the volume of data being generated and reported continues to increase across the Investment LP, data accuracy, quality and governance are required for effective decision making. Failure by the Investment LP to leverage data in a timely manner may adversely affect its ability to execute its strategy and therefore its financial performance.

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(ac. Fixed Costs and Increased Expenses - The failure to maintain stable or increasing average rental rates combined with acceptable occupancy levels would likely have a material adverse effect on the Investment LP's business, cash flows, financial condition and results of operations and ability to make distributions to Partners. Certain significant expenditures, including property taxes, maintenance costs, mortgage payments, insurance costs and related charges, must be made throughout the period of ownership of real property regardless of whether a property is producing any income. If the Investment LP is unable to meet mortgage payments on any Property, losses could be sustained as a result of the mortgagee's exercise of its rights of foreclosure or sale. The Investment LP is also subject to utility and property tax risk relating to increased costs that the Investment LP may experience as a result of higher resource prices as well as its exposure to significant increases in property taxes. There is a risk that property taxes may be raised as a result of re-valuations of the Properties and their adherent tax rates. In some instances, enhancements to properties may result in significant increases in property assessments following a re-valuation. Additionally, utility expenses, mainly consisting of natural gas and electricity service charges, have been subject to considerable price fluctuations over the past several years. Any significant increase in these resource costs that the Investment LP cannot charge back to the resident may have a material adverse effect on the Investment LP's business, cash flows, financial condition and results of operations and ability to make distributions to Partners. The timing and amount of capital expenditures by the Investment LP will affect the amount of cash available for distributions to Partners. Distributions may be reduced, or even eliminated, at times when the Investment LP deems it necessary to make significant capital or other expenditures.

(ad. Reliance on Assumptions - The Investment LP's investment objectives and strategy have been formulated based on the Manager's analysis and expectations regarding recent economic developments in the U.S., the future status of the U.S. real estate markets generally, and the U.S. to Canadian dollar exchange rate. Such analysis may be incorrect and such expectations may not be realized.

(ae. Potential Conflict of Interest - The Investment LP may be subject to various conflicts of interest because certain affiliates, and their respective directors, officers and associates, the executive officers and the Manager, are engaged in a wide range of real estate and other business activities. The directors may, from time to time, in their individual capacities, deal with parties with whom the Investment LP may be dealing. The interest of these persons could conflict with those of the Investment LP. The LPA contains conflict of interest provisions requiring the directors to disclose their interests in certain contracts and transactions and to refrain from voting on those matters. Conflicts may also exist as certain directors will be nominated by the Retained Interest Holders. There can be no assurance that the provisions of the LPA will adequately address potential conflicts of interest or that such actual or potential conflicts of interest will be resolved in favour the Investment LP.

The Manager, its affiliates, and their respective directors, officers and associates may, from time to time, deal with the Investment LP or with parties with whom the Investment LP may be dealing. The Management Agreement contains conflict of interest provisions requiring the Manager to deal in good faith and in a fair, equitable and even-handed manner in respect of any conflict of interest that may exist between the interests of the Investment LP and the interests of the Manager or any of its affiliates, including the Manager and its affiliates. There can be no assurance that the provisions of the Management Agreement will adequately address potential conflicts of interest or that such actual or potential conflicts of interest will be resolved in favour of the Investment LP.

(af. Same Management Group for Various Entities - The services of the Manager as manager of the Investment LP are not exclusive to the Investment LP. The Manager or any of its affiliates and associates may, at any time, engage in the promotion, management or administration of other investment portfolios and realty trusts in similar asset classes to those in which the Investment LP invests, including Starlight U.S. Multi-Family (No. 2) Core Plus Fund ("Core Plus Fund 2"). Accordingly, the Manager may face conflicts of interest in the day-to-day operations, selection of real estate investments, and allocation of investment opportunities. In such circumstances, there is a risk that conflicts may arise regarding the allocation of properties among the various entities managed by the Manager and in connection with the exit from those properties. While the Manager owes fiduciary, legal and financial duties to the Investment LP and its Partners, these duties may from time to time conflict with the duties owed to the Manager's other real estate joint ventures and funds, including Core Plus Fund 2.

(ag. Degree of Leverage - The Investment LP's degree of leverage could have important consequences to Partners. For example, the degree of leverage could affect the Investment LP's ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, development or other general fund purposes, making the Investment LP more vulnerable to a downturn in business or the economy in general. Under the Declaration of Trust, total Indebtedness to Gross Book Value of the Fund and the Investment LP can be no more than 75% ("Investable Funds") provided that, if approved by the Board, the appraised value of the Properties may be used instead of Investable funds for the purposes of this determination.

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(ah. Use of Derivatives - In purchasing derivatives, the Investment LP is subject to the credit risk that its counterparty may be unable to meet its obligations. Derivatives also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate perfectly with the underlying reference exposure. In addition, there is risk of loss by the Investment LP of margin deposits in the event of the bankruptcy of the dealer with whom the Investment LP has an open position.

(ai. Enforceability of Judgments Against Foreign Subsidiaries - The Holding LP and Starlight U.S. Residential Holding (GP) L.P. ("Holding GP") are organized under the laws of Delaware and the U.S. REIT is organized under the laws of Maryland. All of the assets of the Holding LP, the Holding GP, and the U.S. REIT are located outside of Canada and the sole director and one of two officers of each of the U.S. REIT and their subsidiaries, as well as certain of the experts retained by the Investment LP or its Affiliates are residents of countries other than Canada. As a result, it may be difficult or impossible for investors to effect service within Canada upon such persons, or to realize against them in Canada upon judgments of courts of Canada predicated upon the civil liability provisions of applicable Canadian provincial securities laws or otherwise. There is some doubt as to the enforceability in the United States by a court in original actions, or in actions to enforce judgments of Canadian courts, of civil liabilities predicated upon such applicable Canadian provincial securities laws or otherwise. A court in the United States may refuse to hear a claim based on a violation of Canadian provincial securities laws or otherwise on the grounds that such jurisdiction is not the most appropriate forum to bring such a claim. Even if a court in the United States agrees to hear a claim, it may determine that the local law in the United States, and not Canadian law, is applicable to the claim. If Canadian law is found to be applicable, the content of applicable Canadian law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by foreign law in such circumstances.

(aj. Litigation at the Property Level - The acquisition, ownership and disposition of real property carries certain specific litigation risks. Litigation may be commenced with respect to a property acquired by the Investment LP or its subsidiaries in relation to activities that took place prior to the Investment LP's acquisition of such property. In addition, at the time of disposition of an individual property, a potential buyer may claim that it should have been afforded the opportunity to purchase the asset or alternatively that such buyer should be awarded due diligence expenses incurred or damages for misrepresentation relating to disclosures made, if such buyer is passed over in favour of another as part of the Investment LP's efforts to maximize sale proceeds. Similarly, successful buyers may later sue the Investment LP under various damage theories, including those sounding in tort, for losses associated with latent defects or other problems not uncovered in due diligence.

(ak. General Litigation Risks - In the normal course of the Investment LP's operations, whether directly or indirectly, it may become involved in, named as a party to or the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions relation to personal injuries, property damage, property taxes, land rights, the environment and contract disputes. The outcome with respect to outstanding, pending or future proceedings cannot be predicted with certainty and may be determined in a manner adverse to the Investment LP and as a result, could have a material adverse effect of the Investment LP's assets, liabilities, business, financial condition and results of operations. Even if the Investment LP prevails in any such legal proceedings, the proceedings could be costly and time-consuming and may divert the attention of management and key personnel from the Investment LP's business operations, which could have a material adverse effect on the Investment LP's business, cash flows, financial condition and results of operations and ability to make distributions to Partners. This risk may be heightened for the Investment LP as compared to other Canadian companies and entities without properties located in the U.S. because the legal climate in the U.S., in comparison to that in Canada, tends to give rise to a greater number of claims and larger damages awards.

(al. Asset Class Diversification - The Investment LP will make a relatively limited number of real estate investments and the Investment LP's investments will not be widely diversified by asset class. All of the Investment LP's investments will be in residential real estate properties. A lack of asset class diversification increases risk because residential real estate, including residential real estate, is subject to its own set of risks, such as adverse housing pattern changes and uses, increased real estate taxes, vacancies, rent controls, rising operating costs and changes in financing rates.

(am. Geographic Concentration of the Investment LP's Portfolio - The Properties are geographically concentrated in the Primary Markets. As such, the Investment LP is susceptible to local economic conditions, other regulations, the supply of and demand for residential real estate properties, and natural disasters in these areas. If there is a downturn in the local economies, an oversupply of or decrease in demand for multi-family real estate properties in these markets or natural disasters in these geographical areas, the Investment LP's business could be materially adversely affected to a greater extent than if it owned a more geographically diversified real estate portfolio. An

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important part of the Investment LP's business plan is based on the belief that property values for residential real estate properties in the markets in which it operates will continue to improve over the next several years. However, the markets in which the Investment LP operates could experience economic downturns in the future. There can be no assurance as to the extent property values in these markets will improve, if at all. If these markets experience economic downturn in the future, the value of the Properties could decline and its ability to execute its business plan may be adversely affected, which could adversely affect the Investment LP's financial condition and operating results.

(an. Partners' Legal Rights - The Partners' Capital represent a fractional interest in the Investment LP. Corporate law does not govern the Investment LP and the rights of Partners. Partners will not have all of the statutory rights normally associated with ownership of shares of a corporation including, for example, the right to bring "oppression" or "derivative actions". The rights of Partners are specifically set forth in the LPA.

(ao. Investment Company Act - The U.S. REIT is not registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"). If a U.S. REIT is required to register as an investment company, the applicable U.S. REIT's ability to enter into certain transactions would be restricted by the Investment Company Act. Furthermore, the costs associated with registration as an investment company and compliance with such restrictions could be substantial. In addition, registration under and compliance with the Investment Company Act would require a substantial amount of time on the part of the Manager and its affiliates, thereby decreasing the time they spend managing the Investment LP. If a U.S. REIT were required to register as an investment company but failed to do so, the applicable U.S. REIT would be prohibited from engaging in certain business, and criminal and civil actions could be brought against it. In addition, the applicable U.S. REIT's contracts would be unenforceable unless a court were to require enforcement, and a court could appoint a receiver to take control of the applicable U.S. REIT and liquidate its business.

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

The Investment LP maintains information systems, procedures and controls to ensure all information disclosed externally is as complete, reliable and timely as possible. Such internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with IFRS.

All control systems have inherent limitations, including well-designed and operated systems. No control system can provide complete assurance that the objectives of the control system will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues, including instances of fraud, if any, will be detected or prevented. These inherent limitations include, without limitation, the possibility that management's assumptions and judgements may ultimately prove to be incorrect under varying conditions and circumstances and the impact of isolated errors. As a growing enterprise, management anticipates that the Investment LP will be continually evolving and enhancing its systems of controls and procedures.

Additionally, controls may be circumvented by the unauthorized acts of individuals, by collusion of two or more people, or by management override. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential conditions.

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AUDIT COMMITTEE

AUDIT COMMITTEE CHARTER

The Board has adopted a written charter for the audit committee which sets out the audit committee's responsibility in reviewing the financial statements of the Investment LP and public disclosure documents containing financial information and reporting on such review to the Board, review of the Investment LP's public disclosure documents that contain financial information, oversight of the work and review of the independence of the external auditors and reviewing, evaluating and approving the internal control procedures that are implemented and maintained by management. A copy of the audit committee charter is attached to this MD&A as "Schedule A".

COMPOSITION OF THE AUDIT COMMITTEE

The audit committee of the Board comprises Daniel Drimmer, Harry Rosenbaum (Chair) and Kelly Smith. Harry Rosenbaum and Kelly Smith are "independent" within the meaning of National Instrument 52-110 – Audit Committees ("NI 52-110"). As a "venture issuer" under applicable securities laws, the Investment LP is permitted to have an audit committee not comprised exclusively of independent directors and the Investment LP is relying on such an exemption in Section 6.1 of NI 52-110. Each of Daniel Drimmer, Harry Rosenbaum and Kelly Smith are financially literate within the meaning of applicable securities laws.

DANIEL DRIMMER

Daniel Drimmer is the founder, President and Chief Executive Officer of Starlight Group, a Canadian real estate asset management company focused on the acquisition, ownership and management of multi-family and commercial properties across Canada and the U.S., with a portfolio of approximately 70,000 multi-family suites and over 7,000,000 square feet in commercial properties. In addition to the formation of Starlight Group, Mr. Drimmer is currently the Chairman of the Board of TSX-listed True North Commercial REIT, a trustee and Chief Executive Officer of Starlight U.S. Multi-Family (No. 2 Core Plus Fund, Chief Executive Officer of Starlight Western Canada Multi-Family (No. 2) Fund, and a trustee of TSX-listed Northview Residential REIT. Mr. Drimmer was previously a director and Chief Executive Officer of the general partner of the formerly TSX-V-listed Starlight U.S. Multi-Family (No. 1) Core Plus Fund, a director and Chief Executive Officer of the general partner of the formerly TSX-V-listed Starlight U.S. Multi-Family (No. 1) Value-Add Fund and a director and the Chief Executive Officer of the general partner of the formerly TSX-V-listed Starlight U.S. Multi-Family (No. 5) Core Fund. Mr. Drimmer also established TSX-listed True North Apartment REIT and was the creator and sponsor of TSX-listed TransGlobe Apartment REIT. Over the last ten years, Mr. Drimmer has completed more than $50 billion worth of acquisitions and dispositions in multi-family and commercial real estate (including nine initial public offerings). Mr. Drimmer obtained a Bachelor of Arts degree from the University of Western Ontario, and both a Master of Business Administration and a Master's degree in Contemporary European Policy Making from European University in Geneva, Switzerland and is a third generation real estate investor.

HARRY ROSENBAUM

Harry Rosenbaum is Co-Founder and Principal of the Great Gulf Group of Companies (Great Gulf Residential, First Gulf Corporation, Tucker HiRise and H+ME Technology). Mr. Rosenbaum is a Principal of Ashton Woods Homes, one of the largest privately held homebuilders in the U.S. He is a trustee and member of the audit committee of Starlight Private Global Real Assets Trust; a director and member of the audit committee of the general partner of TSX-V-listed Starlight U.S. Multi-Family (No. 2) Core Plus Fund; a trustee and member of the audit committee of TSX-listed Northview Residential REIT; a past director and member of the audit committee of the general partner of the formerly TSXV-listed Starlight U.S. Multi-Family (No. 1) Core Plus Fund; and a past board member of WPT Industrial Real Estate Investment Trust. Mr. Rosenbaum was Chair of the Real Estate and Properties Committee of UJA of Greater Toronto and a former member of the board of directors of UJA of Greater Toronto. He was a director of the Sunnybrook Hospital Foundation and a director of the Advocates for Civil Liberties. Mr. Rosenbaum was formerly the Chairman of The Association for the Soldiers of Israel. Mr. Rosenbaum received his law degree from Osgoode Law School in 1974. He also holds a degree in Economics from York University.

KELLY SMITH

Kelly Smith has over 30 years of commercial real estate experience. In 2018 and 2019, Ms. Smith was Chief Executive Officer for Strathallen Capital Corp., a fully integrated Canadian real estate management platform, focused on retail properties. Prior to joining Strathallen Capital Corp., Ms. Smith was President – Canada for Peaceable Street Capital, a United States based specialty finance platform operating in both Canada and the United States. Prior to the formation of Peaceable Street Capital, Ms. Smith was Managing Director, Canada Operations, for NYSE-listed Kimco Realty Corporation from 2008 to 2016, a public United States real estate investment trust and member of the S&P 500 with

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ownership of over 400 shopping centers. Ms. Smith is currently a director and member of the audit committee of the general partner of TSX-V-listed Starlight U.S. Multi-Family (No. 2) Core Plus Fund; a member of the board of trustees of TSX-listed CT REIT and Northview Residential REIT and an independent member of the investment committee for BRE Fund, part of BMO's Merchant Banking Group. Ms. Smith was previously a director and member of the audit committee of the general partner of the formerly TSX-V-listed Starlight U.S. Multi-Family (No. 1) Core Plus Fund and a member of the board of trustees of the formerly TSX-listed Agellan Commercial REIT. Ms. Smith holds both an M.B.A. (1991) and an H.B.A. (1986) from Western University (formerly the University of Western Ontario) and holds the ICD.D designation from the Institute of Corporate Directors.

PRE-APPROVAL OF NON AUDIT SERVICES

In accordance with the independence standards for auditors, the Investment LP is restricted from engaging its external auditors to provide certain non-audit services to the Investment LP, including bookkeeping or other services related to the accounting records or financial statements, financial information systems design and implementation, valuation services, actuarial services, internal audit services, corporate finance services, management functions, human resources functions, legal services and expert services unrelated to the audit.

The Investment LP may engage its external auditors from time to time, to provide certain non-audit services other than the restricted services. The audit committee reviews and approves the nature of and fees for any non-audit service performed by the Investment LP's external auditors in accordance with applicable requirements.

EXTERNAL AUDITOR SERVICE FEES

The following table sets forth the approximate amounts of fees paid and accrued to the Investment LP's auditor, BDO Canada LLP, for services rendered during the period presented:

Fee Category	YTD-2024			YTD-2023
Audit fees	C$	118	C$	116

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q4 2024 MD&A

REMUNERATION OF MANAGEMENT OF THE INVESTMENT LP

OVERVIEW

As at the date hereof, the Investment LP does not directly employ any persons who would be considered a named executive officer ("NEO") of the Investment LP as such term is defined in Form 51-102F6V – Statement of Executive Compensation – Venture Issuers of National Instrument 51-102 - Continuous Disclosure Obligations. The services of Messrs. Daniel Drimmer, Evan Kirsh and Martin Liddell, as Chief Executive Officer, President and Chief Financial Officer, respectively, are provided by the Manager. No compensation is paid by the Investment LP or its subsidiaries to those persons provided by the Manager as officers of the Investment LP, and the compensation received by such persons from the Manager is not within or subject to the discretion of the Board. The compensation paid by the Investment LP or its subsidiaries to the Manager for services rendered is calculated in accordance with the Management Agreement. See "Related Party Transactions and Arrangements – Arrangements with the Manager". The Manager provides such administrative, executive and management personnel as may be reasonably necessary to perform its obligations by using its own employees and consultants and is therefore responsible for all matters with respect to such employees and consultants. All references to the officers of the Investment LP named in the "Summary Compensation Table" below, namely Messrs. Daniel Drimmer, Evan Kirsh and Martin Liddell, are references to officers of or consultants to the Investment LP, as appointed by the Board, and are either officers or employees of, or consultants to, the Manager.

COMPENSATION DISCUSSION AND ANALYSIS

The Investment LP's executive team is employed by the Manager. The Investment LP is obligated to pay the Manager certain amounts pursuant to terms of the Management Agreement, as discussed in "Related Party Transactions and Arrangements – Arrangements with the Manager". As such, any variability in compensation paid by the Manager to the NEOs does not impact the Investment LP's financial obligations. The Board may hire officers and employees, but such hiring, if not of the Manager officers, consultants or employees, would be at the sole expense of the Investment LP. Further, any officer that is an officer, consultant or employee provided by the Manager may be removed from such position with the Investment LP, at the discretion of the Board. The Investment LP is not responsible for any change of control, severance, termination or constructive dismissal payments that may be provided, or required to be provided, by the Manager to the NEOs.

The following discussion is intended to describe the portion of the compensation of the NEOs that is attributable to time spent on the activities of the Investment LP, and supplements the more detailed information concerning compensation that appears in the table below and the accompanying narrative that follows.

PRINCIPAL ELEMENTS OF COMPENSATION

As a private company, the Manager's process for determining executive compensation is straightforward, with no specific formula for determining the amount of each element of compensation, and no formal approach applied by the Manager for determining how one element of compensation fits into the overall compensation objectives in respect of the activities of the Investment LP. Objectives and performance measures may vary from year to year as determined to be appropriate by the Manager without reference to any formal benchmarking.

The compensation of the NEOs includes two major elements: (i) base salary; and (ii) an annual cash bonus. The Investment LP does not have any long-term equity incentive plans, such as a Unit option plan, pursuant to which cash or non-cash compensation has been or will be paid or distributed to any NEO or Director. In addition, the Investment LP does not have any stock appreciation rights, incentive plans, medium term incentives or pension plans. Perquisites and personal benefits are not a significant element of compensation of the NEOs. The two principal elements of compensation are described below.

Base Salaries. Base salaries are intended to provide an appropriate level of fixed compensation that will assist in retention and recruitment. Base salaries are determined on an individual basis, taking into consideration the past, current and potential contribution to the success of the Investment LP, the position and responsibilities of the NEOs and competitive industry pay practices for other real estate funds, real estate investment trusts and corporations of comparable size. The Manager does not benchmark compensation to a specific peer group. Increases in base salary are at the sole discretion of the Manager. The Board may review the compensation payable to its officers by the Manager and provide recommendations to the Manager, which are considered in good faith by the Manager, but are not binding upon the Manager.

Annual Cash Bonuses. Annual cash bonuses are discretionary and are not awarded pursuant to a formal incentive plan. Annual cash bonuses are awarded based on qualitative and quantitative performance standards, and reward performance of the Investment LP or the NEO individually. The determination of the performance of the Investment LP may vary from year to year depending on economic conditions and conditions in the real estate industry and may be based on measures such as Unit price performance, the meeting of financial targets against budget, the meeting of acquisition objectives and balance sheet performance. Individual performance factors vary and may include completion of specific projects or transactions and

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the execution of day-to-day management responsibilities. The Board may review the bonuses payable to its officers by the Manager, and provide recommendations to the Manager, which are considered in good faith by the Manager but are not binding upon the Manager.

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

The following table sets out compensation information concerning the persons determined to be NEOs of the Investment LP pursuant to applicable securities laws. All amounts below are set out in Canadian dollars.

Name and position	Year	Salary, consulting fee, retainer or commission(1) (C$)	Bonus (C$)	Committee or meeting fees (C$)	Value of perquisites(2) (C$)	Value of all other compensation (C$)	Total compensation (C$)
Daniel Drimmer(3), Chief Executive Officer, Director	2024	Nil	Nil	Nil	Nil	Nil	Nil
	2023	Nil	Nil	Nil	Nil	Nil	Nil
Evan Kirsh(4), President	2024	Nil(4)	Nil	Nil	Nil	Nil	Nil(5)
	2023	Nil(4)	Nil	Nil	Nil	Nil	Nil(5)
Martin Liddell(6), Chief Financial Officer	2024	$ 15,000	Nil	Nil	Nil	Nil	$ 15,000
	2023	$ 15,000	Nil	Nil	Nil	Nil	$ 15,000
Kelly Smith(7), Independent Director	2024	$ 35,000	Nil	Nil	Nil	Nil	$ 35,000
	2023	$ 35,000	Nil	Nil	Nil	Nil	$ 35,000
Harry Rosenbaum(7), Independent Director	2024	$ 35,000	Nil	Nil	Nil	Nil	$ 35,000
	2023	$ 35,000	Nil	Nil	Nil	Nil	$ 35,000

(1) On an annualized basis, salaries, consulting fees, retainers or commissions expected to be paid to the NEOs and Directors for the period ended December 31, 2024 are as follows: Daniel Drimmer, C$Nil, C$Nil; Martin Liddell, C$15,000; Kelly Smith, C$35,000; and Harry Rosenbaum C$35,000.

(2) None of the NEOs or the Directors are entitled to perquisites, which, in the aggregate, are more than C$15,000.

(3) Daniel Drimmer is not compensated by the Investment LP for serving as a Director and is not compensated by the Manager for providing services as the Chief Executive Officer or as a member of the Board. Mr. Drimmer is the principal of the Manager. See "Related Party Transactions and Arrangements – Arrangements with the Manager".

(4) Evan Kirsh serves as the President of the Investment LP, as appointed by the Board. A corporation controlled by Evan Kirsh (the "Service Provider") receives compensation from the Manager for services provided to the Investment LP pursuant to the terms of a fee agreement (the "Fee Agreement") among the Manager, Evan Kirsh and the Service Provider. The Fee Agreement provides that in consideration for, among other things, providing the services of Mr. Kirsh to act as President of the Investment LP, Starlight Group pays the Service Provider a fee. Pursuant to the Fee Agreement, the Service Provider is entitled to receive the aggregate of: (i) an agreed percentage of the gross asset management fees paid by the Investment LP to the Manager pursuant to the Management Agreement; and (ii) an agreed percentage of the gross acquisition fees paid by the Investment LP to the Manager pursuant to the Management Agreement. The Service Provider shall also be reimbursed for any reasonable out-of-pocket expenses incurred by the Service Provider and paid to third parties, subject to certain exclusions. The Manager (and not the Investment LP) is responsible for any such amounts payable to the Service Provider.

(5) Compensation is paid by the Manager and there is no charge back to the Investment LP for such compensation.

(6) Martin Liddell is the Chief Financial Officer of the Investment LP, as appointed by the Board. Mr. Liddell receives compensation from the Manager for services provided to the Investment LP.

(7) Director compensation is determined by the Board. The Investment LP pays its independent Directors annual compensation in the amount of C$35,000 per annum which amount was set on establishment of the Investment LP and is reviewed annually by the Board and is expected to remain unchanged for the duration of the Investment LP.

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REMUNERATION OF THE DIRECTORS OF THE INVESTMENT LP

REMUNERATION OF DIRECTORS

Any Director who is an officer of, or is otherwise employed by the Manager, is not entitled to any remuneration from the Investment LP for serving as a Director (including as Chair of the Board, or as the Chair or as a member of the audit committee). Each Director, other than Daniel Drimmer, receives an annualized base retainer from the Investment LP in the amount for C$35,000 for services provided during 2024. There were no fees paid or payable for each day on which a Director attended a meeting of the Board, whether in person or by telephone, and the members of the audit committee did not receive any fees for services provided.

SUBSEQUENT EVENTS

On April 9, 2025, the Investment LP amended the terms of the Lyric loan payable, extending its maturity to May 9, 2025 and subsequently completed the disposition of Lyric for $103,500 on April 29, 2025 and used the proceeds to repay the outstanding loan principal balance of $86,697 and through distributions to the Fund, fully repaid Fund's credit facility outstanding balance of $13,605. The Fund intends to make its credit facility available to the Investment LP, following the proposed reorganization.

On August 12, 2025 the Investment LP completed the disposition of Eight at East for $64,700 and repaid the applicable first mortgage of $64,225.

For the Emerson loan payable, certain extension conditions for the loans secured by Emerson were not achieved as of the initial maturity date of April 9, 2025. The Investment LP was pursuing good faith negotiations with the lenders to obtain a modification and extension of the loans secured the Pledged Interests, in the entity that owns the property. However, subsequent to December 31, 2024, the the Investment LP was pursuing good faith negotiations with the lenders to obtain a modification and extension of the loans secured respectively by the Property and by a pledge of the ownership interests (the "Pledged Interests"), in the entity that owns the Property. However, subsequent to December 31, 2024, the Investment LP received a formal notice of an event of default (the "Notice") from one of the lenders (the "Lender") of the loans payable secured by the Pledged Interests, demanding the repayment of the loan. As a result, on October 21, 2025, the foreclosure proceedings were finalized through a public auction which resulted in the transfer of ownership of Emerson to a third party. The transfer of the Emerson resulted in no net proceeds to the Investment LP and had no impact on the net asset value of the Investment LP. The loans secured by Emerson did not carry cross-default provisions with any other property in the Investment LP.

Additional information relating to the Fund can be found on SEDAR+ at www.sedarplus.ca.

Dated: November 13, 2025

Toronto, Ontario, Canada

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SCHEDULE A – AUDIT COMMITTEE CHARTER

1. PURPOSE

1.1 The Board shall appoint an audit committee (the “Committee”) to assist the Board in fulfilling its responsibilities. The overall purpose of the Committee of the Investment LP is to monitor the Investment LP’s system of internal financial controls, to evaluate and report on the integrity of the financial statements of the Investment LP, to enhance the independence of the Investment LP’s external auditors and to oversee the financial reporting process of the Investment LP.

2. PRIMARY DUTIES AND RESPONSIBILITIES

2.1 The Committee’s primary duties and responsibilities are to:

(a) serve as an objective party to monitor the Investment LP’s financial reporting and internal control system and review the Investment LP’s financial statements;

(b) review the performance of the Investment LP’s external auditors; and

(c) provide an open avenue of communication among the Investment LP’s external auditors, the Board and senior management of Starlight Investments US AM Group LP, in its capacity as Manager of the Investment LP.

3. COMPOSITION, PROCEDURES AND ORGANIZATION

3.1 The Committee shall comprise at least three directors of the Investment LP as determined by the Board, two of whom shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

3.2 At least one member of the Committee shall have accounting or related financial management expertise. All members of the Committee that are not financially literate will work towards becoming financially literate to obtain a working familiarity with basic finance and accounting practices. For the purposes of this Audit Committee Charter, the definition of “financially literate” is the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can presumably be expected to be raised by the Investment LP’s financial statements.

3.3 The Board shall appoint the members of the Committee. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee. Any member of the Committee ceasing to be a director of the Investment LP shall cease to be a member of the Committee.

3.4 Unless a chair is elected by the Board, the members of the Committee shall elect a chair from among their number (the “Chair”). The Chair shall be responsible for leadership of the Committee, including preparing the agenda, presiding over the meetings and reporting to the Board.

3.5 The Committee, through its Chair, shall have access to such officers and employees of the Investment LP and the Manager and to the Investment LP’s external auditors and its legal counsel, and to such information respecting the Investment LP as it considers to be necessary or advisable in order to perform its duties.

3.6 Notice of every meeting shall be given to the external auditors, who shall, at the expense of the Investment LP, be entitled to attend and to be heard thereat.

3.7 Meetings of the Committee shall be conducted as follows:

(a) the Committee shall meet four times annually, or more frequently as circumstances dictate, at such times and at such locations as the Chair shall determine;

(b) the external auditors or any member of the Committee may call a meeting of the Committee;

(c) any director of the Investment LP may request the Chair to call a meeting of the Committee and may attend such meeting to inform the Committee of a specific matter of concern to such director, and may participate in such meeting to the extent permitted by the Chair; and

(d) the external auditors and the Manager shall, when required by the Committee, attend any meeting of the Committee.

3.8 The external auditors shall be entitled to communicate directly with the Chair and may meet separately with the Committee. The Committee, through the Chair, may contact directly any employee in the Manager as it deems

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necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper practices or transactions.

3.9 Compensation to members of the Committee shall be limited to directors' fees, either in the form of cash or equity, and members shall not accept consulting, advisory or other compensatory fees from the Investment LP.

3.10 The Committee is granted the authority to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of the Investment LP. The Committee has the power to engage and determine funding for outside and independent counsel or other experts or advisors as the Committee deems necessary for these purposes and as otherwise necessary or appropriate to carry out its duties and to set Committee members compensation. The Committee is further granted the authority to communicate directly with internal and external auditors.

4. DUTIES

4.1 The overall duties of the Committee shall be to:

(a) assist the Board in the discharge of their duties relating to the Investment LP's accounting policies and practices, reporting practices and internal controls and the Investment LP's compliance with legal and regulatory requirements;

(b) establish and maintain a direct line of communication with the Investment LP's external auditors and assess their performance and oversee the co-ordination of the activities of the external auditors; and

(c) be aware of the risks of the business and ensure the Manager has adequate processes in place to assess, monitor, manage and mitigate these risks as they arise.

4.2 The Committee shall be directly responsible for overseeing the work of the external auditor, who shall report directly to the Committee, engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Investment LP, including the resolution of disagreements between the Manager and the external auditors and the overall scope and plans for the audit, and in carrying out such oversight, the Committee's duties shall include:

(a) recommending to the Board the selection and compensation and, where applicable, the replacement of the external auditor nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Investment LP;

(b) reviewing, where there is to be a change of external auditors, all issues related to the change, including the information to be included in the notice of change of auditor called for under NI 51-102 or any successor legislation, and the planned steps for an orderly transition;

(c) reviewing all reportable events, including disagreements, unresolved issues and consultations, as defined in NI 51-102 or any successor legislation, on a routine basis, whether or not there is to be a change of external auditor;

(d) reviewing and pre-approving all audit and audit-related services and the fees and other compensation related thereto, and any non-audit services, provided by the Investment LP's external auditors to the Investment LP or any subsidiary entities;

(e) reviewing the engagement letters of the external auditors, both for audit and non-audit services;

(f) consulting with the external auditor, without the presence of the Manager about the quality of the Investment LP's accounting principles, internal controls and the completeness and accuracy of the Investment LP's financial statements;

(g) reviewing annually the performance of the external auditors, who shall be ultimately accountable to the Board and the Committee as representatives of the partners of the Investment LP, including the fee, scope and timing of the audit and other related services and any non-audit services provided by the external auditors; and

(h) reviewing and approving the nature of and fees for any non-audit services performed for the Investment LP by the external auditors and consider whether the nature and extent of such services could detract from the firm's independence in carrying out the audit function.

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4.3 The duties of the Committee as they relate to document and reports reviews shall be to:

(a) review the Investment LP's financial statements, management's discussion and analysis of financial results ("MD&A") and any financial press releases before the Investment LP publicly discloses this information including in respect of disclosure aligned with applicable frameworks, and recommendations to the Board in respect of the approval of such disclosure; and

(b) review and periodically assess the adequacy of procedures in place for the review of the Investment LP's public disclosure of financial information extracted or derived from the Investment LP's financial statements, other than the Investment LP's financial statements, MD&A and financial press releases.

4.4 The duties of the Committee as they relate to audits and financial reporting shall be to:

(a) in consultation with the external auditor, review with the Manager the integrity of the Investment LP's financial reporting process, both internal and external, and approve, if appropriate, changes to the Investment LP's auditing and accounting practices;

(b) review the audit plan with the external auditor and the Manager;

(c) review with the external auditor and the Manager any proposed changes in accounting policies, the presentation of the impact of significant risks and uncertainties, and key estimates and judgments of the Manager that may in any such case be material to financial reporting;

(d) review the contents of the audit report;

(e) question the external auditor and the Manager regarding significant financial reporting issues discussed during the fiscal period and the method of resolution;

(f) review the scope and quality of the audit work performed;

(g) review the adequacy of the Investment LP's financial and auditing personnel;

(h) review the co-operation received by the external auditor from the Manager's and the Investment LP's personnel during the audit, any problems encountered by the external auditors and any restrictions on the external auditor's work;

(i) review the internal resources used;

(j) review the evaluation of internal controls by the internal auditor (or persons performing the internal audit function) and the external auditors, together with the Manager's response to the recommendations, including subsequent follow-up of any identified weaknesses;

(k) review the appointments of the chief financial officer, internal auditor (or persons performing the internal audit function) of the Investment LP and any key financial executives involved in the financial reporting process;

(l) review and approve the Investment LP's annual audited financial statements and those of any subsidiaries in conjunction with the report of the external auditors thereon, and obtain an explanation from the Manager of all significant variances between comparative reporting periods before release to the public;

(m) establish procedures for (A) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters; and (B) the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters; and

(n) review the terms of reference for an internal auditor or internal audit function.

4.5 The duties of the Committee as they relate to accounting and disclosure policies and practices shall be to:

(a) review changes to accounting principles of the Chartered Professional Accountants of Canada which would have a significant impact on the Investment LP's financial reporting as reported to the Committee by the Manager and the external auditors;

(b) review the appropriateness of the accounting policies used in the preparation of the Investment LP's financial statements and consider recommendations for any material change to such policies;

(c) review the status of material contingent liabilities as reported to the Committee by the Manager or the external auditors;

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(d) review the status of income tax returns and potentially significant tax problems as reported to the Committee by the Manager;
(e) review any errors or omissions in the current or prior year's financial statements;
(f) review, and approve before their release, all public disclosure documents containing audited or unaudited financial information including all earnings, press releases, MD&As, prospectuses, annual reports to Partners and annual information forms, as applicable; and
(g) oversee and review all financial information and earnings guidance provided to analysts and rating agencies.

4.6 The other duties of the Committee shall include:

(a) at least annually, review with management the adequacy and effectiveness of applicable controls related to the Investment LP's environmental, social and governance disclosures;
(b) reviewing any related-party transactions not in the ordinary course of business;
(c) reviewing any inquires, investigations or audits of a financial nature by governmental, regulatory or taxing authorities;
(d) formulating clear hiring policies for partners, employees or former partners and employees of the Investment LP's external auditors;
(e) reviewing annual operating and capital budgets;
(f) reviewing and reporting to the Board on difficulties and problems with regulatory agencies, which are likely to have a significant financial impact;
(g) inquiring of the Manager and the external auditors as to any activities that may be or may appear to be illegal or unethical;
(h) ensuring procedures are in place for the receipt, retention and treatment of complaints and employee concerns received regarding accounting or auditing matters and the confidential, anonymous submission by employees of the Investment LP of concerns regarding such; and
(i) reviewing any other questions or matters referred to it by the Board.

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D-1

APPENDIX “D”

INTERIM MANAGEMENT’S DISCUSSION AND ANALYSIS – INVESTMENT MF LP

See attached.

Starlight

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following management's discussion and analysis ("MD&A") of the unaudited consolidated financial statements of Starlight U.S. Residential (Multi-Family) Investment LP (the "Investment LP") dated November 13, 2025 for the three months ended June 30, 2025 ("Q2-2025"), six months ended June 30, 2025 ("YTD-2025"), three months ended June 30, 2024 ("Q2-2024") and the six months ended June 30, 2024 ("YTD-2024") should be read in conjunction with the Investment LP's audited consolidated financial statements for the year ended December 31, 2024, both of which have been prepared in accordance with IFRS Accounting Standards ("IFRS").

CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this MD&A constitute forward-looking information within the meaning of Canadian securities laws and which reflect the Investment LP's current expectations regarding future events, including the overall financial performance of the Investment LP and its properties (the "Properties"), the impact of elevated levels of inflation and interest rates, uncertainty surrounding U.S. tariffs, the ability of the Investment LP to repay indebtedness when due, the Investment LP's ability to negotiate further extensions with its lenders, the potential implications of a default under loans payable, the impact of any remedies exercised by a lender as a result of any default of a loan incurred by the Investment LP and the Investment LP's capital management and liquidity measures. Forward-looking information is provided for the purposes of assisting the reader in understanding the Investment LP's financial performance, financial position and cash flows as at and for the periods ended on certain dates and to present information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes.

Forward-looking statements involve known and unknown risks and uncertainties, which may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities may not be achieved. Those risks and uncertainties include: the extent and sustainability of potential higher levels of inflation and the potential impact on the Investment LP's operating costs; the impact of any tariffs and retaliatory tariffs on the economy; the pace at which and degree of any changes in interest rates that impact the Investment LP's weighted average interest rate may occur; changes in government legislation or tax laws which would impact any potential income taxes or other taxes rendered or payable with respect to the Properties or the Investment LP's legal entities; the impact of elevated interest rates and inflation as well as supply chain issues have on new supply of multi-family communities; the realization of property value appreciation and the timing thereof; the extent to which favourable operating conditions achieved during historical periods may continue in future periods; the applicability of any government regulation concerning the Investment LP's residents or rents; the Investment LP's ability to continue as a going concern; the impact of any remedies exercised by a lender as a result of any default of a loan incurred by the Investment LP; and the availability of debt financing or ability of the Investment LP to extend loans as loans payable become due including any impact such extensions may have on the Investment LP's ability to hold such properties until the manager (as defined below) desires to sell such properties. A variety of factors, many of which are beyond the Investment LP's control, affect the operations, performance and results of the Investment LP and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results.

1 The metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "Non-IFRS financial measures").

Starlight

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

believes the expectations reflected in such forward-looking information are reasonable and represent the Investment LP's projections, expectations and beliefs at this time, such information involves known and unknown risks and uncertainties which may cause the Investment LP's actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from the Investment LP's expectations include, among other things, the availability of suitable properties for purchase by the Investment LP, the availability of mortgage financing including the ability of the Investment LP to refinance or extend existing loans payable on favourable terms including any impact such extensions may have on the Investment LP's ability to hold such properties until the manager (as defined below) desires to sell such properties, and general economic and market factors, including interest rates, inflation, business competition, the impact of any remedies exercised by a lender as a result of any default of a loan incurred by the Investment LP and changes in government regulations or in tax laws. See the "Risks and Uncertainties" section and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information, as there can be no assurance that actual results will be consistent with such forward-looking information.

Information contained in forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances, including the following: the impact of elevated levels of inflation on the Investment LP's operating costs; the impact of future interest rates on the Investment LP's financial performance; the availability of debt financing as loans payable become due and any resulting impact on the Investment LP's liquidity; the applicability of any government regulation concerning the Investment LP's residents or rents; the realization of property value appreciation and the timing thereof; the inventory of residential real estate properties; the availability of residential properties for potential future acquisition, if any, and the price at which such properties may be acquired; the ability of the Investment LP to benefit from any value add program the Investment LP conducts at certain properties; the price at which the Properties may be disposed and the timing thereof; closing and other transaction costs in connection with the acquisition and disposition of the Properties; the extent of competition for residential properties; the impact of interest costs, inflation and supply chain issues have on new supply of multi-family communities; the extent to which favourable operating conditions achieved during historical periods may continue in future periods; the growth in net operating income ("NOI") generated from its value-add initiatives; the population of residential real estate market participants; assumptions about the markets in which the Investment LP operates; expenditures and fees in connection with the maintenance, operation and administration of the Properties; the ability of Starlight Investments US AM Group LP or its affiliates (the "Manager") to manage and operate the Properties or achieve similar returns to previous investment funds managed by the Manager; the global and North American economic environment; foreign currency exchange rates; the ability of the Investment LP to realize the estimated gap in market versus in-place rents ("Estimated Gap to Market Versus In-Place Rents") through future rental rate increases; the impact of any remedies exercised as a result of any default of a loan incurred by the Investment LP; and governmental regulations or tax laws. Given this period of uncertainty, there can be no assurance regarding: (a) the Investment LP's ability to mitigate such impacts; (b) credit, market, operational, and liquidity risks generally; (c) the Manager or any of its affiliates, will continue its involvement as asset manager of the Investment LP in accordance with its current asset management agreement; and (d) other risks inherent to the Investment LP's business and/or factors beyond its control which could have a material adverse effect on the Investment LP.

1 The metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "Non-IFRS Financial Measures").

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

NON-IFRS FINANCIAL MEASURES

Certain terms used in this MD&A such as adjusted funds from operations ("AFFO"), AMR, adjusted net income and comprehensive income ("Adjusted Net Income and Comprehensive Income"), cash provided by operating activities including interest costs, economic occupancy, physical occupancy, Estimated Gap to Market Versus In-Place Rents, funds from operations ("FFO"), gross book value ("Gross Book Value"), indebtedness ("Indebtedness"), indebtedness coverage ratio ("Indebtedness Coverage Ratio"), indebtedness to gross book value ("Indebtedness to Gross Book Value"), interest coverage ratio ("Interest Coverage Ratio"), same property NOI and NOI are not measures defined under IFRS as prescribed by the International Accounting Standards Board, do not have standardized meanings prescribed by IFRS and should not be construed as alternatives to net loss and comprehensive loss, cash flow from operating activities or other measures of financial performance calculated in accordance with IFRS. AFFO, AMR, Adjusted Net Income and Comprehensive Income, cash provided by operating activities including interest costs, economic occupancy, physical occupancy, Estimated Gap to Market Versus In-Place Rents, FFO, Gross Book Value, Indebtedness, Indebtedness Coverage Ratio, Indebtedness to Gross Book Value, Interest Coverage Ratio, same property NOI and NOI, as computed by the Investment LP, may not be comparable to similar measures as reported by other issuers or companies in similar or different industries. The Investment LP uses these measures to better assess the Investment LP's underlying performance and provides these additional measures so that investors may do the same.

Adjusted Net Income and Comprehensive Income is defined as net loss and comprehensive loss in accordance with IFRS before deferred taxes and provisions for carried interest plus amortization of "financing costs and loan premiums, fair value adjustments on derivative instruments, distributions to Partners (as defined below), less finance income and adjusted for other non-cash items. Other non-cash items include unrealized foreign exchange gains and losses. Adjusted Net Income and Comprehensive Income is used in calculating certain ratios described below.

AFFO is defined as FFO subject to certain additional adjustments, including: (i) amortization of fair value mark-to-market adjustments on loans assumed; (ii) amortization of financing costs; (iii) deduction of a reserve for normalized maintenance capital expenditures and suite make-ready costs, as determined by the Manager; (iv) vacancy costs associated with any suite upgrade program; and (v) any accrued interest costs or debt service shortfall funding provided by lenders that are deferred and payable upon maturity of the applicable loan payable. Other adjustments may be made to AFFO as determined by the Manager. AFFO is presented in this MD&A as the Manager considers this non-IFRS measure to be an important performance measure to determine the possibility and sustainability of future distributions paid to Partners (as defined below) after a provision for maintenance capital expenditures. AFFO should not be interpreted as an indicator of cash generated from operating activities, as it does not consider changes in working capital. AFFO has not been calculated in accordance with the Real Property Association of Canada ("RPAC") definition, as the Investment LP adjusts for non-cash items to better measure the possibility and sustainability of future distributions. This MD&A does not include a presentation of adjusted cash flow from operations as defined by RPAC. The most comparable IFRS measures for AFFO are cash flow from operating activities and net loss and comprehensive loss.

AMR is defined as the total in place rents divided by the total number of suites occupied as at the reporting date.

Estimated Gap to Market Versus In-Place Rents is defined as the estimated market rent for each applicable property divided by the applicable AMR for each property.

FFO is defined as net loss and comprehensive loss in accordance with IFRS, excluding fair value adjustments on investment properties, fair value adjustments on derivative instruments, distributions to Partners (as defined below) classified as equity, deferred income tax expense, realized or unrealized foreign exchange gains and losses, provisions for carried interest and any amounts allocated to the non-controlling interest. FFO is a measure of operating performance based on the funds generated from the business before reinvestment or provision for other capital needs. FFO is presented in this MD&A as the Manager considers this non-IFRS measure to be an important measure of operating performance and is calculated in accordance with RPAC. The most comparable IFRS measures to FFO are cash flow from operating activities and net loss and comprehensive loss.

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

Indebtedness Coverage Ratio is defined as Adjusted Net Income and Comprehensive Income plus interest expense divided by interest (excluding any accrued interest costs or debt service shortfall funding provided by lenders that are deferred and payable upon maturity of the applicable loan payable) and mandatory principal payments on the Investment LP's loans payable for a specific reporting period. Generally, a higher Indebtedness Coverage Ratio demonstrates a stronger ability to satisfy the Investment LP's debt service obligations. Indebtedness Coverage Ratio is presented in this MD&A as the Manager considers this non-IFRS measure to be an important measure of the amount of cash flow available to meet annual principal and interest payments and ultimately the ability of the Investment LP to make cash distributions to Partners (as defined below).

NOI, or Adjusted Income from Operations is defined as all property revenue, less direct property costs such as utilities, property taxes (International Financial Reporting Interpretations Committee Interpretation 21, Levies ("IFRIC 21") adjustment included in each reporting period), repairs and maintenance, on-site salaries, insurance, bad debt expenses, property management fees, and other property-specific administrative costs. NOI Margin is defined as NOI divided by revenue from property operations. NOI and NOI Margin are presented in this MD&A as the Manager considers these non-IFRS measures to be important measures of the Investment LP's operating performance and uses these measures to assess the Investment LP's property operating performance on an unlevered basis. The most comparable measure to IFRS is net loss and comprehensive loss.

Same property operating results and same property NOI (revenue less property operating costs and property taxes) have been presented in this MD&A for the Properties continuously for a selected reporting period and does not take into account the impact of the operating performance of the properties acquired during or subsequent to the reporting period. same property NOI and same property NOI Margin are presented in this MD&A as the Manager considers these non-IFRS measures to be important measures of the Investment LP's operating performance.

Reconciliations of net loss and comprehensive loss to FFO and AFFO are provided herein at "Non-IFRS Financial Measures - FFO and AFFO". In addition, a reconciliation of cash provided by operating activities including interest costs to AFFO is provided herein at "Non-IFRS Financial Measures - FFO and AFFO" and a reconciliation of NOI from the financial statement presentation of revenue, property operating costs and property taxes is provided herein at "Financial and Operational Highlights".

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

FUTURE OUTLOOK

Since early 2022, concerns over elevated levels of inflation have resulted in a significant increase in interest rates with the U.S. Federal Reserve raising the Federal Funds Rate by approximately 525 basis points. During the third quarter of 2024, the U.S. Federal Reserve reduced the Federal Funds Rate by 50 basis points and in November 2024, December 2024 and September 2025, respectively, reduced the rate by a further 25 basis points during each such period, leading to a rate of approximately 400 basis points as at the date of this MD&A. Short-term interest rate increases typically lead to increases in borrowing costs for the Investment LP, reducing cash flow, given that the Investment LP primarily employs a variable rate debt strategy in order to provide maximum flexibility upon the eventual sale of the Properties. Similarly, as interest rates decrease, the Investment LP's floating rate debt can benefit from such reductions. Historically, investments in multi-family properties have provided an effective hedge against inflation given the short-term nature of each resident lease which has been somewhat reflected in the rent growth achieved at the Properties.

Although inflation has reduced significantly from its peak, markets and the Federal Reserve continue to closely monitor inflation and unemployment figures as well as the potential impacts of anticipated changes to legislation and regulation resulting from the current U.S. administration that may impact the future outlook for interest rates. Although operating fundamentals have been favourable as evidenced by the operating results achieved by the Investment LP since 2023 and although short-term rates began declining in 2024 providing some benefit to the short-term cash flow of the Investment LP, long-term U.S. treasuries have continued to be volatile, increasing from approximately 3.80% as at September 30, 2024 to 4.57% as at December 31, 2024, before increasing to 4.23% as at June 30, 2025. Capitalization rates typically correlate over time to changes in long-term interest rates with the noted increase in long-term U.S. treasury yields reducing investment transaction volumes throughout 2024 and into Q2-2025 which negatively impacted the Investment LP's Q4-2024 appraised values for the investment properties and also resulted in a reduction in the reported values for the Investment LP's investment properties for YTD-2025 due to an expansion in capitalization rates.

Under the terms of each applicable loan agreement, the Investment LP has the right to make a principal repayment towards such loan in order to achieve the extension tests that otherwise may not be achieved. Given the Investment LP is a subsidiary of the Fund, which was formed as a "closed-end" investment vehicle, the Fund and the Investment LP are restricted from raising any additional equity, which may have otherwise assisted in making any principal repayments of the loans payable in order to meet certain extension conditions. In the event the Investment LP is not able to refinance the loan or if the Investment LP does not have sufficient liquidity or other sources of capital sufficient to make any such principal repayments required to achieve the applicable loan extension tests and the Investment LP is not able to otherwise negotiate an extension of such loan, the applicable lender may provide formal notice of an event of default expressing its right to demand repayment of the borrowings relating to such property. Under this scenario, the Investment LP may be obligated to sell such properties which may not be able to be completed on terms that are acceptable to the Investment LP or may be required to explore other options in the best economic interests of the Investment LP in order to discharge its obligations under any of the applicable loan agreements. The Investment LP's loans payable also do not carry cross-default provisions.

On April 29, 2025, the Investment LP completed the disposition of Lyric and through distributions to the Fund, repaid Fund's credit facility outstanding balance amounting to $13,605. The Fund intends to make its credit facility available to the Investment LP, following the proposed reorganization (see Subsequent Events).

As at June 30, 2025, $291,856 of the Investment LP's loans payable (relating to four of its five properties owned) had contractual maturity dates within twelve months of June 30, 2025.

Subsequent to June 30, 2025, the Investment LP extended the Sunlake loan payable by one-year to June 1, 2026 and for the Eight at East loan payable, the Investment LP amended the loan agreement to obtain a short-term extension to September 7, 2025 and completed the disposition of the property repaying such loan in full at that time (see "Subsequent Events"). For the Emerson loan payable, the Investment LP was pursuing good faith negotiations with the lenders to obtain a modification and extension of the loans secured respectively by the Property and by a pledge of the ownership interests (the "Pledged Interests"), in the entity that owns the Property. However, subsequent to June 30, 2025, the Investment LP received a formal notice of an event of default (the "Notice") from one of the lenders (the "Lender") of the loans payable secured by the Pledged Interests, demanding the repayment of the loan (as discussed above). As a result, subsequent to June 30, 2025, the

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

foreclosure proceedings were finalized through a public auction which resulted in the transfer of ownership of Emerson to a third party (see "Subsequent Events"). The loans secured by Ventura and Indigo mature in 2026 and beyond.

For three of the Investment LP's five properties, the fair value reported for such properties as at June 30, 2025 was lower than the principal outstanding for the loans payable secured by such properties and as a result, the sale of those properties may not be sufficient to repay those loans in full if such sale was required. In certain instances, the lenders also hold restricted cash as part of the security for such loans which in a liquidation event may be used to repay any indebtedness required to be repaid by the Investment LP. The Investment LP's secured loans are non-recourse subject to standard limited recourse provisions and are entered into by the subsidiaries of the Investment LP that own only the associated secured property. As a result, the liability for any such loan would typically be limited to the value of the associated secured property, including any restricted cash reserves or other amounts held by the applicable lenders, other than in certain instances which may obligate the Investment LP to incur certain costs or other amounts subject to certain performance conditions.

The primary markets of the Investment LP, which include Arizona, California, Colorado, Florida, Georgia, Idaho, Nevada, North Carolina, Oregon, South Carolina, Tennessee, Texas, Utah and Washington ("Primary Markets") have seen an elevated level of new supply delivered during 2023 and 2024 which contributed to the deceleration in rent growth in the Primary Markets during late 2023, relative to levels achieved in 2022 and earlier in 2023. Interest rates also continue to remain elevated which, along with higher levels of inflation and a softening in market conditions in late 2023, has significantly disrupted active and new construction of comparable communities in the Primary Markets that would otherwise have been delivered in the second half of 2025 or 2026. This potential reduction in construction may create a temporary imbalance in the supply of comparable multi-suite residential properties in future periods. This imbalance, alongside the continued economic strength and solid fundamentals may be supportive of favourable supply and demand conditions for the Properties in future periods and could result in future increases in occupancy and rent growth.

The Investment LP continues to focus on liquidity management as the Investment LP previously amended several of its loan agreements, deferred the payment of asset management fees and has continued to focus on maximizing NOI at the Properties to preserve as much liquidity as possible. There are no assurances that the aforementioned financing activities and remaining property dispositions will be successfully completed which indicates the existence of a material uncertainty that may cast doubt upon the Investment LP's ability to realize its assets and discharge its liabilities in the normal course of business and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The Investment LP's consolidated financial statements for the three and six months ended June 30, 2025 do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that may be necessary if the Investment LP were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments, if required, may be material.

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Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

INVESTMENT OVERVIEW, OBJECTIVES AND STRATEGY

The Investment LP is a limited partnership formed under and governed by the laws of the Province of Ontario, pursuant to an amended and restated limited partnership agreement (the "LPA"). The Investment LP is owned by the Fund formed under and governed by the laws of the Province of Ontario, pursuant to an amended and restated declaration of trust dated as of October 28, 2021 ("Declaration of Trust") and an entity ultimately controlled Starlight Group Property Holdings Inc. ("Starlight Group") and a trustee and Chief Executive Officer of the Fund, Daniel Drimmer (collectively, the "Partners"). The registered office of the Investment LP is located at 3280 Bloor Street West, Centre Tower, Suite 1400, Toronto, Ontario M8X 2X3.

On November 15, 2021, the Investment LP had equity contributed by the Partners which included the Fund contributing a portion of the proceeds of its initial public offering (the "Offering"), which was completed on the same day. The Offering together with a concurrent private placement of class I trust units, for aggregate gross proceeds of $249,568 by issuing the Units comprised of: 3,422,689 class A Units, 3,430,000 class C Units (including 750,000 Class B Units of the Investment LP ("Class B LP Units") assumed to be converted into class C Units for this purpose), 10,923,370 class D Units, 6,561,866 class F Units and 3,500,000 class I Units at a price of C$10.00 per Unit and 699,990 class E Units, 801,485 class G Units and 1,188,200 class U Units, at a price of $10.00 per Unit. The class A and class U Units distributed under the Offering were listed on the TSX Venture Exchange under the symbols SURF.A and SURF.U, respectively. Class A, C, D, F, I and Class B LP Units are Canadian dollar denominated Units and class E, G and U are U.S. dollar denominated Units. Conversions can be made between certain classes of Units based on conversion ratios calculated consistent with the Declaration of Trust.

The Investment LP's Investment Strategy:

The Investment LP was established for the primary purpose of directly or indirectly acquiring, owning and operating a portfolio primarily comprised of income-producing residential multi-family real estate properties that demonstrate value based on pricing and local supply and demand trends to achieve the Investment LP's target metrics or that can achieve significant increases in rental rates as a result of undertaking high return, value-add capital expenditures and active asset management, and are located in the Primary Markets, with a particular focus on the suburban areas of the primary submarkets, being Atlanta, Georgia; Austin, Texas; Boise, Idaho; Charleston, South Carolina; Charlotte, North Carolina; Dallas, Texas; Denver, Colorado; Houston, Texas; Las Vegas, Nevada; Miami, Florida; Nashville, Tennessee; Orlando, Florida; Phoenix, Arizona; Portland, Oregon; Raleigh, North Carolina; Salt Lake City, Utah; San Diego, California; Seattle, Washington; and Tampa, Florida ("Primary Submarkets"). The Manager believes the U.S. residential multi-family real estate sector presents a compelling investment opportunity and provides competitive long-term returns when compared to other real estate asset classes.

The Investment LP's investment objectives are to:

Directly or indirectly acquire, own and operate a portfolio primarily composed of income-producing residential multi-family properties that demonstrate value based on pricing and local supply and demand trends to achieve the Investment LP's target metrics and are located in the Primary Markets, with a particular focus on the suburban areas of Primary Submarkets;
Make stable monthly cash distributions; and
Increase NOI through active asset management, which may include high return, value-add capital expenditures, lease up of non-stabilized properties, utilizing revenue management software to increase rental rates, revenue enhancement through ancillary income opportunities and operating expense reductions through, best-in-class property management and economies of scale, with the goal of ultimately directly or indirectly disposing of its interests in the assets.

The Manager targets acquisitions in the Primary Markets, with a particular focus on the suburban areas of the Primary Submarkets, where markets feature:

(a) compelling employment, population, and economic growth rates;
(b) 'landlord friendly' legal environments; and
(c) comfortable climates and quality of life.

Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

ACQUISITION OF U.S. RESIDENTIAL REAL ESTATE

Identify acquisition opportunities in the U.S. residential market through the Manager's strong pipeline of exclusive acquisition opportunities by leveraging the Manager's relationships with principals, operators, and brokers located in the Investment LP's target markets and by its ability to source "off market" opportunities.
Target residential assets that are:

(b) suburban and have a vintage of 1990 or later, with no less than 200 suites to ensure economies of scale;

(c) strategically located properties in the Primary Markets, with a particular focus on the suburban areas of the Primary Submarkets, with strong long-term job, population and economic growth rates;

(d) strategically located properties within their respective suburban submarkets with barriers to new development; and

(e) stabilized, with the potential to benefit from an active asset management strategy or non-stabilized, with significant value upside.

Complete a comprehensive due diligence program, including cash flow and value-add return modeling, operating expense reviews, and, where applicable, third-party reports including market studies, structural and environmental assessments and appraisals.
Conduct a broad canvass of the lending community, including lenders with whom the Manager enjoys long-term relationships, to secure debt financing on competitive terms.
Explore, from time to time, co-investment opportunities involving the Investment LP and one or more co-investors.

ASSET VALUE ENHANCEMENT THROUGH ACTIVE ASSET MANAGEMENT STRATEGY

Utilize the Manager's network to source attractive future acquisitions from private equity funds, operators, and other real estate asset managers.
Increase rental rates through value-add capital improvement programs, including:

(a) targeted value-add capital expenditures of $2,500 to $15,000 per rental suite (e.g. kitchens, bathrooms, flooring, etc.);

(b) $500,000 to $1,500,000 for common area upgrades (e.g. clubhouses and resident amenity spaces), as well as modernization improvements; and

Implement revenue management software and seek ancillary income opportunities (e.g. ancillary fees on new leases, bulk cable, door-to-door waste pick-up service, smart home technology, pet rent, garage rent, storage rental fees, washers and dryers, implementation of identification and verification programs and package handling solutions for package delivery to residents) where achievable.
Reduce operating expenses such as staffing, maintenance contracts, advertising, general and administrative expenses and insurance through economies of scale.
Utilize reputable best-in-class U.S. based property managers.

VALUE REALIZATION THROUGH STRATEGIC DISPOSITIONS

Asset value increases are expected by the Manager to be realized through a combination of NOI growth, through, among other things, active asset management and capital expenditures resulting in increased rental rates, and a pricing premium on the aggregated portfolio.
The Manager, on behalf of the Investment LP, may execute dispositions, directly or indirectly on a single asset or portfolio basis through private and public market transactions to maximize value.
The private real estate investment market and the public capital markets will be monitored to seek an exit strategy that can be executed with a view towards maximizing disposition proceeds.

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Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Starlight Group and the Manager, collectively referred to as "Starlight", are committed to adopting a comprehensive approach to environmental, social and governance ("ESG") practices for all entities within the Starlight group, embedding these principles into every aspect of Starlight's business, with the intention of driving long-term value. Starlight's ESG strategy and commitments are supported by its Sustainability Action Plan which outlines short-targets, programs, and performance indicators. Since its first submission in 2021, Starlight has received top ranking from the Global Real Estate Sustainability Benchmark ("GRESB") for its sustainability efforts, including exceeding the benchmark averages in carbon emissions and resource reduction, tenant engagement, and risk management.

ESG disclosure standards

Importance of ESG

Environmental impact

Carbon emissions and
Energy efficiency
Circularity and resources
Low-carbon infrastructure
Resilience
Materials
Biodiversity

Social Impact

Employee well-being and
Community well-being and engagement
Inclusion, Diversity, Equity and Allyship ("IDEA")
Affordability
Community engagement
Partnerships
Indigenous relations

Governance

Cybersecurity
Corporate governance
Certifications and reporting standards
Risk management
Regulations

This matrix has assisted the Investment LP to develop a strategy that embeds ESG in every aspect of its business, including operations, investment activities and corporate functions, which:

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

(a) promote resource efficiency, reducing costs and minimize environmental degradation;
(b) increase property values, contributing to stakeholder satisfaction, and drive long-term net asset value ("NAV") growth for Partners;
(c) enhance the appeal of the Properties, helping to attract and retain residents and build lasting collaborative relationships; and
(d) manage risk and comply with evolving regulations, insurance requirements, enhancing operations, management, and governance practices.

ESG commitment

Starlight's core ESG commitments are as follows:

People and Culture	Social Impact	Operations and Development	Transparency and Accountability
To attract and retain top talent and foster a diverse and inclusive culture where individuals can thrive.	To bring value to local communities, enhance resident well-being and provide healthy and equitable living and working spaces.	To create and maintain low-carbon, resource efficient, resilient spaces and complete communities.	To demonstrate transparency in its governance practices and proactively respond to existing and future risks.

ESG AS IT RELATES TO THE INVESTMENT LP

Pursuant to the mandate of board of directors of the Investment LP (the "Board"), in addition to specific governance matters, the Board oversees and monitors the Investment LP's general strategy, policies and initiatives related to the environmental and social matters and the alignment of the strategy with the Investment LP's overall business objectives and at least annually reviews the same. As the Investment LP's term is not expected to continue beyond 2050, the 2050 net carbon emissions target is not applicable and as a result the Investment LP has not disclosed long-term initiatives and targets surrounding ESG.

Although the Investment LP has not published long-term initiatives and targets surrounding ESG, the Manager continues to evaluate ways to integrate ESG into the Investment LP's performance.

1/3 of the Board are women
Board is responsible for the oversight of the ESG strategy and ESG initiatives developed by management
Code of business conduct and ethics that promotes honest and ethical conduct between the directors, officers and employees of the Investment LP's asset manager
Independent directors are not overboarded
Board mandate and committee charters are regularly reviewed to ensure they remain current

The Investment LP strives to understand and address the social impact of its business. The Investment LP's initiatives extend beyond financial success to encompass the well-being of its employees, residents' communities and the environment. The Investment LP has introduced many social initiatives through Starlight including summer internship programs, ESG workshops, resident relief programs, partnerships with humanitarian aid agencies and IDEA. During 2024 and into Q2-2025, the Investment LP held social events at its Properties that included holiday celebrations, nutrition events, fitness classes and monthly food socials for the residents.

Risks related to ESG

For information on detailed risks related to ESG, please refer to the "Risks and Uncertainties" section in the Investment LP's MD&A for the year ended December 31, 2024.

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Starlight U.S. RESIDENTIAL

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

PORTFOLIO SUMMARY

An overview of the Properties owned as at June 30, 2025 is presented in the table below:

Property	Address	Distance to downtown^{(1)}	Primary Markets	Suites	Vintage	Rentable area^{(2)}	Avg. suite sizes^{(3)}	Land area (Areas)	Date acquired
Sunlake	2700 Summershine St., Land O' Lakes	32	Tampa, Florida	268	2021	271,646	1,014	20.00	11/15/2021
Indigo	100 Adelaide Cir, Morrisville	25	Raleigh, North Carolina	489	2005	400,340	819	41.30	11/15/2021
Emerson^{(3)}	950 FM 2001, Buda	27	Austin, Texas	304	2021	259,609	854	16.10	12/21/2021
Eight at East^{(3)}	3200 Innovation Walk Loop, Orlando	26	Orlando, Florida	264	2017	275,088	1,042	32.00	4/27/2022
Ventura	3600 W Ray Rd, Chandler	19	Phoenix, Arizona	272	1996	262,920	967	14.70	5/25/2022
Total ownership as at June 30, 2025				1,597	2019	1,469,603	920	124.10

(1) Represents the approximate distance in kilometers from each Property to the city centre of the applicable Primary Markets.
(2) Area is measured in square feet.
(3) Subsequent to June 30, 2025, the Investment LP completed the disposition of Eight at East and transfer of ownership of Emerson (see "Subsequent Events").

On April 29, 2025, the Investment LP completed the disposition of Lyric. Subsequent to June 30, 2025, the Investment LP completed the disposition of Eight at East and transfer of ownership of Emerson, respectively (see "Subsequent Events").

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

FINANCIAL AND OPERATIONAL HIGHLIGHTS

This section includes highlights of the financial and operating performance of the Investment LP as at June 30, 2025 and for the periods ended Q2-2025 and YTD-2025 including a comparison to the Investment LP's financial and operational performance as at December 31, 2024 and for the period ended Q2-2024 and YTD-2024. Certain figures discussed below exclude the amounts attributable to the non-controlling interest in Ventura.

The Investment LP financial results for Q2-2025 and YTD-2025 include five Properties (Q2-2024 and YTD-2024 - six Properties owned during each reporting period). As such, the variances reflected in the results of operations of the Investment LP between Q2-2025 and Q2-2024 are impacted by the disposition of certain Properties. Properties disposed during Q2-2025 have also been excluded from the same property results (see "Results of Operations - Same Property").

HIGHLIGHTS FOR Q2-2025

Revenue from property operations for Q2-2025 was $8,311 (Q2-2024 - $10,011) representing a decrease of 17.0% in revenue due to the Investment LP completing the disposition of Lyric in Q2-2025 ("Primary Variance Driver") as well as a decrease in same property revenue of 3.3% primarily due to decreases in AMR in Austin and Phoenix (see "Results of Operations - Same Property").
NOI¹ for Q2-2025 was $4,865 (Q2-2024 - $6,266), representing a decrease of 22.4% in NOI primarily due to the Primary Variance Driver and reduction in same property NOI primarily as a result of decreases in AMR due to the Investment LP competing with new supply at the Investment LP's Austin and Phoenix properties (see "Results of Operations - Same Property").
Same property NOI¹ for Q2-2025 was $4,456 (Q2-2024 - $4,833), representing a decrease of $377 or 7.8% relative to Q2-2024. Excluding the Investment LP's Austin and Phoenix properties which faced heavy competition from new supply and aggressive pricing to lease new properties as well as the impact of the anticipated property tax assessment increase in Raleigh which is based on a four year reassessment cycle, Q2-2025 normalized same property NOI would have been consistent with Q2-2024 (see "Results of Operations - Same Property").
The Investment LP reported a net loss and comprehensive loss attributable to Partners for Q2-2025 of $12,920 (Q2-2024 - $3,170). The Investment LP reported a fair value loss on investment properties during Q2-2025 primarily due to the expansion of capitalization rates used to value the Investment LP's investment properties (see "Future Outlook").
The Investment LP completed 41 in-suite light value-add upgrades at the Properties during Q2-2025, which generated an average rental premium of $102 and an average return on cost of approximately 24.0%.
The Investment LP achieved economic occupancy¹ of 93.9% during Q2-2025 and as at November 12, 2025, had collected approximately 99.6% of rents for Q2-2025, with further amounts expected to be collected in future periods, demonstrating the Investment LP's high quality resident base and operating performance.
The Investment LP completed the disposition of Lyric on April 29, 2025 and used the proceeds to fully repay the outstanding loan payable secured by the property of $86,697 and to fully repay the Funds's credit facility outstanding balance of $13,605. The remaining net proceeds from the sale were utilized for working capital and liquidity requirements of the Investment LP. The Fund intends to make its credit facility available to the Investment LP, following the proposed reorganization (see Subsequent Events).
The Eight at East loan payable matured May 7, 2025 whereby the Investment LP did not meet certain extension requirements. The Investment LP was able to obtain a short-term extension of the loan and subsequently completed the sale of the property on August 12, 2025 for proceeds of $64,700 and fully repaid the applicable first mortgage of $64,225 (see "Subsequent Events").
On July 17, 2025, the Sunlake loan payable was extended by one-year to June 1, 2026. As per the terms of the extension, the loan is subject to certain conditions during the remaining loan term and bears interest-only payments at a fixed rate of 8.56% per annum with any debt service shortfall, as defined therein, being accrued and deferred until maturity (see "Subsequent Events").
The Investment LP was pursuing good faith negotiations with the lenders of Emerson loan payable to obtain a modification and extension of the loans secured respectively by the Property and the Pledged Interests in the entity that owns the Property. However, subsequent to June 30, 2025, the Investment LP has received the Notice from the Lender secured by the Pledged Interests, demanding the repayment of the loan. As a result, subsequent to June 30, 2025, the foreclosure proceedings were finalized through a public auction which resulted in the transfer of ownership of Emerson to a third party (see "Subsequent Events").

¹ The metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "Non-IFRS Financial Measures").

Starlight

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

HIGHLIGHTS FOR YTD-2025

Revenue from property operations for YTD-2025 was $18,109 (YTD-2024 - $19,836), representing a decrease of 8.7% relative to YTD-2024, primarily due to the Primary Variance Driver and a decrease of 2.2% primarily as a result of decreases in AMR due to the Investment LP competing with new supply at the Investment LP's Austin and Phoenix properties (see "Results of Operations - Same Property").
NOI for YTD-2025 was $10,917 (YTD-2024 - $12,476), representing a decrease of 12.5% relative to YTD-2024. Excluding the Investment LP's Austin and Phoenix properties which faced heavy competition from new supply and aggressive pricing to lease new properties as well as the impact of the anticipated property tax assessment increase in Raleigh which is based on a four year reassessment cycle, YTD-2025 normalized same property NOI would have been consistent with YTD-2024.
The Investment LP reported a net loss and comprehensive loss attributable to Partners for YTD-2025 of $36,940 (YTD-2024 - $12,819), primarily resulting from YTD-2025 reporting a higher fair value loss on investment properties than YTD-2024.
The Investment LP completed 96 in-suite light value-add upgrades at the Properties during YTD-2025, which generated an average rental premium of $97 and an average return on cost of approximately 24.8%.

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

FINANCIAL AND OPERATIONAL HIGHLIGHTS

	June 30, 2025	December 31, 2024
Key multi-family operational information
Number of multi-family properties owned(1)	5	6
Total multi-family suites	1,597	1,973
Economic occupancy(2)	93.9%	93.3%
Physical occupancy(2)(3)	93.4%	93.8%
AMR (in actual dollars)(2)	$ 1,565	$ 1,591
AMR per square foot (in actual dollars)(2)	$ 1.70	$ 1.67
Estimated Gap to Market Versus In-Place Rents(3)	2.8%	1.2%
Selected financial information
Gross Book Value(3)	$ 381,800	$ 514,400
Indebtedness(3)	$ 373,655	$ 461,314
Indebtedness to Gross Book Value(3)(4)	97.9%	89.7%
Weighted average interest rate - as at period end(5)	7.45%	6.10%
Weighted average loan term to maturity(6)	1.13 years	1.57 years
	Q2-2025	Q2-2024
---	---	---
Summarized income statement (excluding non-controlling interest)(8)
Revenue from property operations	$ 8,311	$ 10,011
Property operating costs	(2,350)	(2,613)
Property taxes(7)	(1,096)	(1,132)
Adjusted Income from Operations / NOI	4,865	6,266
Partnership expenses	(1,142)	(561)
Finance costs(8)	(7,686)	(8,856)
Other income and expense(9)	(8,957)	(19)
Net loss and comprehensive loss - attributable to Partners(6)	$ (12,920)	$ (3,170)
Other selected financial information
FFO(3)	$ (2,674)	$ (1,111)
AFFO(3)	(1,030)	(189)
Weighted average interest rate - average during period(5)	7.30%	5.75%
Interest and Indebtedness Coverage Ratio(3)(10)	0.82x	0.99x

(1) On April 29, 2025, the Investment LP completed the disposition of Lyric and subsequent to June 30, 2025, the Investment LP completed the disposition of Eight at East and transfer of ownership of Emerson (see "Subsequent Events").
(2) Economic occupancy for Q2-2025 and December 31, 2024 and physical occupancy as at the end of each applicable reporting period. The decrease in AMR from December 31, 2024 to Q2-2025 was primarily due to the Investment LP focusing on maintaining high levels of occupancy at the Properties during Q2-2025 as well as the Investment LP competing with new supply in certain Primary Markets. The increase in AMR per square foot for the same period is due to the reduction in number of suites resulting from the disposition of Lyric (see "Results of Operations").
(3) This metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "Non-IFRS Financial Measures"). The decrease in AFFO, Interest Coverage Ratio and Indebtedness Coverage Ratio from Q2-2024 to Q2-2025 is primarily due to decrease in NOI as a result of the Primary Variance Driver, partially offset by the impact of accrued interest costs added back to AFFO. The AFFO, Interest Coverage Ratio and Indebtedness Coverage Ratio presented herein exclude $1,295 and $2,038 of interest costs or debt service shortfall funding for Q2-2025 and YTD-2025 (Q2-2024 and YTD-2024 - $481 and $481) from applicable lenders which are payable upon maturity of the applicable loan payable (see "Financing Activities").
(4) The maximum allowable leverage ratio under the Declaration of Trust restricts the Fund and the Investment LP from entering into any additional indebtedness whereby at the time of entering into such indebtedness, the leverage ratio does not exceed 75% (as defined in the Declaration of Trust). As of the date of issuance of this MD&A, the Investment LP met the maximum leverage condition and continues to focus on managing the Investment LP's capital structure, including the overall leverage.
(5) The weighted average interest rate on loans payable is presented as at June 30, 2025 reflecting the prevailing index rate, 30-day New York Federal Reserve Secured Overnight Financing Rate ("NY SOFR") or one-month term Secured Overnight Financing Rate ("Term SOFR" and together with NY SOFR, "SOFR"), as at that date or based on the average rate for the applicable periods as it relates to quarterly rates (see "Loans Payable"). The weighted average interest rate presented above as at June 30, 2025 includes the maximum interest rate on the Unsecured Financing of 12.00%. The increase in the weighted average interest rate between the comparative periods in the table above are primarily due to the Investment LP extending certain higher leverage loans with no required principal repayments at higher interest rates. The Investment LP continues to focus on managing these debt maturities to provide an opportunity to potentially capitalize on any improvements in the real estate investment market.
(6) The Investment LP acquired a 90% interest in Ventura on May 25, 2022, with the remaining non-controlling interest owned by an affiliate of the Manager (see "Related Party Transactions and Arrangements"). The summarized income statement figures presented above reflect the net loss attributable to Partners only, and excludes any amounts attributable to the non-controlling interest. For income statement figures presented in accordance with IFRS, see "Financial Performance" section.
(7) Property taxes include the IFRIC 21 fair value adjustment and treats property taxes as an expense that is amortized during the fiscal year for the purpose of calculating NOI.
(8) Finance costs include interest expense on loans payable, non-cash amortization of deferred financing, loss on early extinguishment of debt and fair value changes in derivative financial instruments (see "Other Income and Expenses") (see "Non-IFRS Financial Measures - FFO and AFFO").
(9) Includes dividends to preferred shareholders, unrealized foreign exchange gain (loss), realized foreign exchange gain (loss), fair value adjustment of investment properties and deferred income taxes. Refer to "Financial Performance" for detailed income statement information as well as "Other Income and Expenses" section for commentary on variances related to each significant variance included within other income and expense items.
(10) The Investment LP's Interest Coverage Ratio and Indebtedness Coverage Ratio were both 0.82x and 0.87x during Q2-2025 and YTD-2025, with the Investment LP's operating results offset by increases in the Investment LP's interest costs as a result of the Investment LP utilizing a variable rate debt strategy which allows the Investment LP to maintain maximum flexibility for the potential sale of the Investment LP's properties. These calculations exclude $1,295 and $2,038 of interest costs or debt service shortfall funding for Q2-2025 and YTD-2025 as these amounts are accrued and payable only at maturity of the applicable loan payable. The Investment LP also had fixed rate debt in place as at June 30, 2025 which in certain instances protect the Investment LP from increases SOFR beyond stipulated levels on its mortgages at the Properties. The Investment LP continues to monitor Interest Coverage Ratio and Indebtedness Coverage Ratio with the goal of preserving liquidity.

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

FINANCIAL PERFORMANCE

The table below presents the financial performance of the Investment LP in accordance with IFRS for Q2-2025 and the previous seven quarters:

	Q2-2025(1)	Q1-2025	Q4-2024	Q3-2024	Q2-2024	Q1-2024	Q4-2023	Q3-2023
Revenue from property operations	$ 8,460	$ 9,952	$ 9,896	$ 10,003	$ 10,169	$ 9,983	$ 9,836	$ 9,680
Property operating costs	(2,387)	(2,598)	(2,693)	(2,742)	(2,650)	(2,518)	(2,658)	(2,576)
Property taxes	(1,104)	(1,192)	(895)	(898)	(1,139)	(1,139)	(1,097)	(649)
Income from rental operations	4,969	6,162	6,308	6,363	6,380	6,326	6,081	6,455
Partnership expenses	(1,142)	(601)	(565)	(561)	(561)	(555)	(533)	(552)
Finance costs(2)	(7,879)	(8,483)	(8,685)	(9,880)	(9,079)	(8,797)	(9,610)	(9,013)
Dividends to preferred shareholders - U.S. REIT series A	(4)	(4)	(4)	(4)	(4)	(4)	(13)	(6)
Fair value adjustment of investment properties	(9,186)	(21,466)	(39,124)	—	—	(6,600)	(50,250)	(11,406)
Unrealized foreign exchange gain	—	—	—	—	—	—	—	—
Income tax (expense) recovery:
Current	(15)	(16)	(16)	(15)	(16)	(16)	86	(23)
Net loss and comprehensive loss	$ (13,257)	$ (24,408)	$ (42,086)	$ (4,097)	$ (3,280)	$ (9,646)	$ (54,239)	$ (14,545)
Net loss and comprehensive loss attributable to:
Partners	$ (12,920)	$ (24,020)	$ (41,302)	$ (3,996)	$ (3,170)	$ (9,649)	$ (52,915)	$ (14,082)
Non-controlling interests	$ (337)	$ (388)	$ (784)	$ (101)	$ (110)	$ 3	$ (1,324)	$ (463)
	$ (13,257)	$ (24,408)	$ (42,086)	$ (4,097)	$ (3,280)	$ (9,646)	$ (54,239)	$ (14,545)
FFO	$ (2,674)	$ (1,830)	$ (2,007)	$ (1,986)	$ (1,109)	$ (1,188)	$ (1,329)	$ (1,234)
AFFO(3)	(1,030)	(593)	(607)	(501)	(183)	(673)	(817)	(693)

(1) The Investment LP acquired a 90% interest in Ventura on May 25, 2022, with the remaining Ventura non-controlling interest owned by an affiliate of the Manager. The figures presented above for all the periods reflect the net loss and comprehensive loss of the Investment LP including 100% of the income and expenses of Ventura, consistent with the Investment LP's consolidated financial statements presented in accordance with IFRS. For figures which exclude the income and expenses attributable to the Ventura non-controlling interest which are included throughout this MD&A, see "Financial and Operational Highlights"

(2) Finance costs include interest expense on loans payable as well as non-cash amortization of deferred financing costs, loss on early extinguishment of debt and fair value changes in derivative instruments (see "Other Income and Expenses").

AFFO presented herein also exclude $1,295, $743, $964, $1,015 and $482 for Q2-2025, Q1-2025, Q4-2024, Q3-2024 and Q2-2024 respectively of interest costs or debt service shortfall funding from applicable lenders which are payable upon maturity of the applicable loan payable.

RESULTS OF OPERATIONS

The results for Q2-2025 and YTD-2025 reflect the operations for the three and six months ended June 30, 2025 for the remaining five Properties as well as 28 and 118 days of operating activity for Lyric. In comparison, the results for Q2-2024 and YTD-2024 comparative periods reflect the operations for the three and six months ended June 30, 2024 for the Investment LP's six Properties including Lyric.

The variances reflected in the results of operations between Q2-2025 and Q2-2024, as well as between YTD-2025 and YTD-2024 were primarily as a result of the Primary Variance Driver. Operating results have also been presented on a same property basis, which include five Properties (see "Results of Operations - Same Property").

The amounts presented throughout this section, including the applicable commentary, exclude any amounts attributable to the Ventura non-controlling interest.

	Q2-2025	Q2-2024	$ Chg	% Chg	YTD-2025	YTD-2024	$ Chg	% Chg
Revenue from property operations	$ 8,311	$ 10,011	$ (1,700)	(17.0)%	$ 18,109	$ 19,836	$ (1,727)	(8.7)%
Property operating costs	(2,350)	(2,613)	263	10.1%	(4,911)	(5,097)	186	3.6%
Property taxes	(1,096)	(1,132)	36	3.2%	(2,281)	(2,263)	(18)	(0.8)%
NOI	$ 4,865	$ 6,266	$ (1,401)	(22.4)%	$ 10,917	$ 12,476	$ (1,559)	(12.5)%
NOI Margin(1)	58.5%	62.6%			60.3%	62.9%

(1) This metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "Non-IFRS Financial Measures").

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

REVENUE FROM PROPERTY OPERATIONS

Revenue from property operations includes monthly rent charges for the lease of multi-family suites, other ancillary income and the reimbursement by the residents for the Properties for certain utility expenses incurred. Other ancillary income include, but is not limited to, amounts from forfeited deposits, late fees, short notice fees, cleaning fees, lease termination fees, application fees and pet fees. Net rental income is the only material component of total revenue from property operations comprising approximately 90% thereof, with other ancillary income and utility expense reimbursements comprising the remaining approximate 10%.

Revenue from property operations for Q2-2025 was $8,311 (Q2-2024 - $10,011), representing a decrease of $1,700 or 17.0% relative to Q2-2024, primarily due to impact of the Primary Variance Driver as well as a decrease in same property revenue of 3.3% primarily due to decreases in AMR in Austin and Phoenix (see "Results of Operations - Same Property").

Revenue from property operations for YTD-2025 was $18,109 (YTD-2024 - $19,836), representing a decrease of $1,727 or 8.7% relative to YTD-2024, primarily due to the impact of the Primary Variance Drive and a slight decrease in same property revenue of 2.2% (see "Results of Operations - Same Property").

PROPERTY OPERATING COSTS

The main components of the Properties' operating costs are salaries and benefits (approximately 30%), administrative costs including property management fees (approximately 22%), insurance premiums (approximately 11%), repairs, maintenance and suite turnover expenses (approximately 5%) and all other operating costs (ranging from approximately 4% to 9%). The Properties typically only incur utility costs in respect of the common areas of each Property, resulting in utility cost representing approximately 4% of property operating costs. Given each component of property operating costs is not individually material, such amounts have not been separately disclosed.

Property operating costs for Q2-2025 were $2,350 (Q2-2024 - $2,613), representing a decrease of $263 or 10.1% relative to Q2-2025, primarily due to the Primary Variance Driver, partially offset by an increase in same property operating costs of 3.8% during Q2-2025 relative to Q2-2024 primarily attributable to increases in utility costs which are recoverable by the Investment LP and increases in staffing costs due to Q2-2024 having certain staffing positions at the properties vacant and requiring temporary staff. Excluding these items, Q2-2025 same property operating costs would have been in line with Q2-2024 (see "Results of Operations - Same Property").

Property operating costs for YTD-2025 were $4,911 (YTD-2024 - $5,097), representing a decrease of $186 or 3.6% relative to YTD-2024, primarily due to the Primary Variance Driver, partially offset by an increase in same property operating costs of 2.8% during YTD-2025 relative to YTD-2024 attributable to similar reasons as described above for Q2-2025 relative to Q2-2024 (see "Results of Operations - Same Property").

PROPERTY TAXES

The Investment LP actively manages the assessed values of the Properties to minimize property taxes by utilizing third party consultants in the respective markets which includes appealing against the assessed values where deemed appropriate by the Manager. Property taxes in the consolidated financial statements for Q2-2025 and YTD-2025 have been presented under IFRS and IFRIC 21.

Property taxes for Q2-2025 were $1,096 (Q2-2024 - $1,132), representing a decrease of $36 or 3.2% relative to Q2-2024, primarily due to the impact of the Primary Variance Driver, partially offset by an increase in same property taxes (see "Results of Operations - Same Property"). Assuming Q2-2024 was adjusted to the pro-rated final property taxes for the year 2024, Q2-2025 would have increased by 6.9% relative to the adjusted Q2-2024 property taxes, which was lower than management's expectation of such increases and primarily attributable to increases in the 2025 assessed value of the Investment LP's Raleigh property whereby the assessed value and resulting taxes are adjusted on a four year reassessment cycle.

Property taxes for YTD-2025 were $2,281 (YTD-2024 - $2,263), representing an increase of $18 or 0.8% relative to YTD-2024, primarily due to an increase in same property taxes (see "Results of Operations - Same Property"), partially offset by the impact of the Primary Variance Driver.

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

NOI AND NOI MARGIN

NOI for Q2-2025 was $4,865 (Q2-2024 - $6,266), representing a decrease of $1,401 or 22.4% relative to Q2-2024, primarily due to the Primary Variance Driver and reduction in Same property NOI (see “Results of Operations - Same Property”). Same property NOI for Q2-2025 was $4,456 (Q2-2024 - $4,833), representing a decrease of $377 or 7.8% relative to Q2-2024. Excluding the Investment LP’s Austin and Phoenix properties which faced heavy competition from new supply and aggressive pricing to lease new properties as well as the impact of the anticipated property tax assessment increase in Raleigh which is based on a four year reassessment cycle, Q2-2025 normalized same property NOI would have been consistent with Q2-2024 (see “Results of Operations - Same Property”).

NOI for YTD-2025 was $10,917 (YTD-2024 - $12,476), representing a decrease of $1,559 or 12.5% relative to YTD-2024, primarily due to the same reasons as noted above for Q2-2025.

During Q2-2025 and YTD-2025, the NOI Margin was 58.5% and 60.3% (Q2-2024 and YTD-2024 - 62.6% and 62.9%), representing a decrease of 410 and 260 basis points relative to Q2-2024 and YTD-2024, respectively, primarily driven by the reasons described above.

AVERAGE MONTHLY RENT AND OCCUPANCY

The following table presents AMR (in actual dollars) as well as economic occupancy for the Properties:

Properties	Suites	AMR(1)				Economic occupancy(1)
		Q2-2025	Q2-2024	% Chg	Q2-2025	Q2-2024	% Chg	YTD-2025	YTD-2024	% Chg
Sunlake	268	$ 1,876	$ 1,875	0.1 %	94.1 %	95.0 %	(0.9)%	95.3 %	95.3 %	— %
Indigo	489	1,315	1,348	(2.4)%	93.3 %	92.5 %	0.8 %	93.2 %	92.1 %	1.1 %
Lyric(2)	—	—	1,645	n/a	95.0 %	93.5 %	1.5 %	94.1 %	93.0 %	1.1 %
Emerson(3)	304	1,330	1,420	(6.3)%	93.2 %	93.5 %	(0.3)%	92.3 %	94.0 %	(1.7)%
Eight at East(3)	264	1,803	1,766	2.1 %	96.9 %	95.3 %	1.6 %	96.8 %	95.0 %	1.8 %
Ventura(4)	272	1,749	1,794	(2.5)%	91.6 %	94.3 %	(2.7)%	93.2 %	94.2 %	(1.0)%
Total properties	1,597	$ 1,565	$ 1,607	(2.6)%	93.9 %	93.9 %	— %	94.2 %	93.8 %	0.4 %
Same property(2)	1,597	$ 1,565	$ 1,595	(1.9)%	93.7 %	93.9 %	(0.2)%	94.0 %	93.8 %	0.1 %

(1) Figures represent results as at the reporting period end for AMR and average during the reporting period for economic occupancy.
(2) On April 29, 2025, the Investment LP completed the disposition of Lyric. Same property figures represent results for the five Properties, excluding Lyric.
(3) Subsequent to June 30, 2025, the Investment LP completed the disposition of Eight at East and transfer of ownership of Emerson, respectively (see "Subsequent Events").
(4) Figures for Ventura reflect 100% of the property's AMR and economic occupancy.

Total portfolio AMR for the Properties for Q2-2025 was $1,565, or 2.6% below Q2-2024 primarily driven by the disposition of Lyric and a reduction in same property AMR. Same property AMR for Q2-2025 was $1,565, or 1.9% below Q2-2024, as a result of the Investment LP focusing on maintaining high levels of occupancy as well as the impact of competition from new supply, particularly in Austin, which typically involve aggressive pricing to lease newer properties.

The Investment LP's economic occupancy for Q2-2025 and YTD-2025 was 93.9% and 94.2% (Q2-2024 and YTD-2024 - 93.9% and 93.8%), respectively, remained consistent relative to Q2-2024 and YTD-2024, primarily as a result of the Investment LP focusing on maintaining high occupancy and optimizing revenues while competing with new supply and softening market conditions in certain of the Primary Markets. As at June 30, 2025, the The Investment LP continues to focus on maximizing revenue through maintaining targeted occupancy levels, ancillary income growth and continued focus on rental rates.

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

QUARTERLY AMR AND OCCUPANCY

The table below outlines the Investment LP's quarterly AMR and economic occupancy results for Q2-2025 and the previous four quarters:

		Q2-2025		Q1-2025		Q4-2024		Q3-2024		Q2-2024
Properties	Suites	AMR(1)	Econ-occ%(1)	AMR(1)	Econ-occ%(1)	AMR(1)	Econ-occ%(1)	AMR(1)	Econ-occ%(1)	AMR(1)	Econ-occ%(1)
Sunlake	268	$ 1,876	94.1 %	$ 1,869	96.5 %	$ 1,867	96.1 %	$ 1,869	95.0 %	$ 1,875	95.0 %
Indigo	489	1,315	93.3 %	1,313	93.2 %	1,330	91.2 %	1,342	91.7 %	1,348	92.5 %
Lyric(2)	—	—	n/a	1,648	93.9 %	1,642	94.1 %	1,647	92.4 %	1,645	93.5 %
Emerson(3)	304	1,330	93.2 %	1,348	91.3 %	1,367	90.9 %	1,392	90.9 %	1,420	93.5 %
Eight at East(3)	264	1,803	96.9 %	1,794	96.6 %	1,789	94.8 %	1,774	95.3 %	1,766	95.3 %
Ventura(4)	272	1,749	91.6 %	1,730	94.8 %	1,750	92.9 %	1,783	92.5 %	1,794	94.3 %
Total portfolio	1,597	$ 1,565	93.9 %	$ 1,584	94.4 %	$ 1,591	93.3 %	$ 1,600	92.9 %	$ 1,607	93.9 %
Same property(2)	1,597	$ 1,565	93.7 %	$ 1,564	94.2 %	$ 1,575	92.8 %	$ 1,586	92.8 %	$ 1,595	93.9 %

Total portfolio AMR increased during Q2-2025 from Q1-2025 due to increases in certain properties as noted in the table above. In addition, the Investment LP competed with new supply in certain markets, particularly Austin, which typically involve aggressive pricing to lease properties. The Investment LP continues to focus on maximizing revenue through maintaining targeted occupancy levels, ancillary income growth and continued focus on rental rates.

RESULTS OF OPERATIONS - SAME PROPERTY

The table below presents same property financial results for Q2-2025, Q2-2024, YTD-2025 and YTD-2024 and excludes any amounts attributable to the Ventura non-controlling interest, as well as operating results of Lyric.

	Q2-2025	Q2-2024	$ Chg	% Chg	YTD-2025	YTD-2024	$ Chg	% Chg
Revenue from property operations	$ 7,678	$ 7,941	$ (263)	(3.3)%	$ 15,453	$ 15,807	$ (354)	(2.2)%
Property operating costs	(2,170)	(2,090)	(80)	(3.8)%	(4,214)	(4,100)	(114)	(2.8)%
Property taxes	(1,052)	(1,018)	(34)	(3.3)%	(2,105)	(2,037)	(68)	(3.3)%
NOI	$ 4,456	$ 4,833	$ (377)	(7.8)%	$ 9,134	$ 9,670	$ (536)	(5.5)%
NOI Margin	58.0 %	60.9 %			59.1 %	61.2 %

REVENUE FROM PROPERTY OPERATIONS - SAME PROPERTY

Same property revenue from property operations for Q2-2025 was $7,678 (Q2-2024 - $7,941), representing a decrease of $263 or 3.3% relative to Q2-2024, primarily due to a reduction in same property AMR (see "Average Monthly Rent and Occupancy"). The reduction in AMR was primarily as a result of the impact of competition from new supply, particularly in Austin and Phoenix, which typically involve aggressive pricing to lease newer properties.

Same property revenue from property operations for YTD-2025 was $15,453 (YTD-2024 - $15,807), representing a decrease of $354 or 2.2% relative to YTD-2024 due to the same reasons as noted above for Q2-2025.

PROPERTY OPERATING COSTS - SAME PROPERTY

Same property operating costs for Q2-2025 were $2,170 (Q2-2024 - $2,090), representing an increase of $80 or 3.8% relative to Q2-2024, primarily attributable to increases in utility costs which are recoverable by the Fund and increases in staffing costs due to Q2-2024 having certain staffing positions at the properties vacant and requiring temporary staff. Excluding these items, Q2-2025 same property operating costs would have been in line with Q2-2024.

Same property operating costs for YTD-2025 were $4,214 (YTD-2024 - $4,100), representing an increase of $114 or 2.8% relative to YTD-2024, due to the same reasons as noted above for Q2-2025.

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

PROPERTY TAXES – SAME PROPERTY

Same property taxes for Q2-2025 were $1,052 (Q2-2024 - $1,018), representing an increase of $34 or 3.3% relative to Q2-2024, primarily due to an increase in the assessed values of certain Properties. Assuming Q2-2024 was adjusted to the pro-rated final property taxes for the year 2024, Q2-2025 would have increased by 18.5% relative to the adjusted Q2-2024 same property taxes, which was lower than management's expectation of such increases and primarily due to increases in the 2025 assessed value of the Investment LP's Raleigh property whereby the assessed value and resulting taxes are adjusted on a four year reassessment cycle.

Same property property taxes for YTD-2025 were $2,105 (YTD-2024 - $2,037), representing an increase of $68 or 3.3% relative to YTD-2024, primarily due to an increase in the assessed values of certain Properties. Assuming YTD-2024 was adjusted to the pro-rated final property taxes for the year 2024, YTD-2025 would have increased by 18.5% relative to the adjusted YTD-2024 same property taxes, due to the same reasons as noted above for Q2-2025.

NOI – SAME PROPERTY

Same property NOI for Q2-2025 was $4,456 (Q2-2024 - $4,833), representing a decrease of $377 or 7.8% relative to Q2-2024, primarily due to the decrease in revenues from property operations and the increases operating costs and property taxes described above. Excluding the Investment LP's Austin and Phoenix properties which faced heavy competition from new supply and aggressive pricing to lease new properties as well as the impact of the anticipated property tax assessment increase in Raleigh which is based on a four year reassessment cycle, Q2-2025 normalized same property NOI would have been consistent with Q2-2024.

Same property NOI for YTD-2025 was $9,134 (YTD-2024 - $9,670), representing a decrease of $536 or 5.5% relative to YTD-2024, due to the same reasons as noted above for Q2-2025.

During Q2-2025 and YTD-2025, the same property NOI Margin was 58.0% and 59.1% (Q2-2024 and YTD-2024 - 60.9% and 61.2%), respectively, representing a decrease of 290 and 210 basis points relative to Q2-2024 and YTD-2024, primarily driven by the increase in operating costs and property taxes described above.

VALUE-ADD INITIATIVES Q2-2025

Common area and suite capital expenditures

The Investment LP undertakes certain minor common area and in-suite capital projects at the Properties, which typically include preventative and deferred maintenance projects to maintain or enhance the productive capacity of the Properties as well as common area upgrades to enhance the resident experience and offered amenities at each Property. The Investment LP's light value-add initiatives are expected to result in improvements to common areas, amenities and building exteriors. During Q2-2025, the Investment LP completed essential updates, primarily HVAC replacements at the Properties.

In-suite value-add upgrades

In-suite upgrades typically include quartz countertops, stainless steel appliances and tile backsplashes in the kitchens as well as upgraded cabinetry, kitchen sinks and faucets. The program also typically consists of the addition of framed mirrors to the bathrooms as well as plank flooring and lighting upgrades throughout the suites.

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

During Q2-2025, the Investment LP upgraded and re-leased 41 suites, achieving average rent increases of $102 per month per suite and an estimated average return on investment of 24.0%. Each property may have different scopes of in-suite upgrades completed and as a result, the average cost and rental premium for each property presented below will vary. The following table presents the results achieved on suite upgrades during Q2-2025 and YTD-2025:

Properties	Q2-2025			YTD-2025
	Number of suites upgraded and leased	Rental premium (per suite, per month) in actual dollars	Return on investment	Number of suites upgraded and leased	Rental premium (per suite, per month) in actual dollars	Return on investment
Sunlake	2	$ 62	80.0 %	7	$ 71	66.8 %
Indigo	4	330	20.0 %	8	338	20.4 %
Emerson	35	78	25.6 %	79	74	25.8 %
Ventura	—	—	— %	2	130	27.4 %
Total Portfolio	41	$ 102	24.0 %	96	$ 97	24.8 %

(1) Suite upgrades include installation of washers, dryers and other minor scope in-suite upgrades.

OTHER INCOME AND EXPENSES

FINANCE COSTS

The Investment LP's finance costs for Q2-2025 and YTD-2025 compared to Q2-2024 and YTD-2024 are summarized below:

	Q2-2025(1)	Q2-2024	$ Chg	% Chg	YTD-2025	YTD-2024	$ Chg	% Chg
Interest expense on loans payable	$ 6,605	$ 6,224	$ 381	6.1 %	$ 13,280	$ 12,394	$ 886	7.1 %
Amortization of financing costs	428	483	(55)	(11.4)%	1,018	1,139	(121)	(10.6)%
Loss on early extinguishment of debt	—	94	(94)	(100.0)%	—	94	(94)	(100.0)%
Fair value change on derivative financial instruments	653	2,055	(1,402)	(68.2)%	1,682	3,813	(2,131)	(55.9)%
Total finance costs	$ 7,686	$ 8,856	$ (1,170)	(13.2)%	$ 15,980	$ 17,440	$ (1,460)	(8.4)%
Weighted average interest rate - average during period	7.30%	5.75%	n/a	n/a	7.22%	5.75%	n/a	n/a
Indebtedness - average outstanding during period	$ 400,240	$ 441,590	$ (41,350)	(9.4)%	$ 429,487	$ 441,379	$ (11,892)	(2.7)%

(1) Amounts included in all periods exclude any amounts relating to Ventura non-controlling interest.

Interest expense on loans payable

Interest expenses on loans payable for Q2-2025 were $6,605 (Q2-2024 - $6,224), representing an increase of $381 or 6.1% relative to Q2-2024, primarily due to higher weighted average interest rate as a result of the Investment LP discharging its obligation to purchase an interest rate cap for all of the Investment LP's properties and other amendments to the Investment LP's loans payable throughout 2024 and 2025. The increase in interest expense is partially offset by a decrease in the weighted average outstanding debt resulting from the disposition of Lyric and full repayment during Q2-2025.

Interest expenses on loans payable for YTD-2025 were $13,280 (YTD-2024 - $12,394), representing an increase of $886 or 7.1% relative to YTD-2024, primarily due to the same reason as noted above for Q2-2025.

The Investment LP's weighted average interest rate during Q2-2025 and YTD-2025 was 7.30% and 7.22% (Q2-2024 and YTD-2024 - 5.75% and 5.75%), representing an increase of 155 and 147 basis points relative to Q2-2024 and YTD-2024 respectively, primarily due to the Investment LP entering into the Unsecured Financing in the third quarter of 2024, the Investment LP extending certain higher leverage loans with no required principal repayments at higher interest rates as well as the Investment LP discharging its obligation to purchase an interest rate cap for all of the Investment LP's properties, partially offset by decreases in SOFR and the impact of settlements received under interest rate caps owned or swaps entered into, which protect the Investment LP from increases in SOFR above stipulated levels on all of the Fund's floating rate debt (see "Fair value adjustment on derivative instruments" below).

Amortization of financing costs

Amortization of financing costs for Q2-2025 were $428 (Q2-2024 - $483), representing a decrease of $55 or 11.4% relative to Q2-2024, primarily due to increases in amortization periods as a result of certain loan term extensions, partially offset by financing costs associated with the refinancing of Indigo in Q2-2024.

Amortization of financing costs for YTD-2025 were $1,018 (YTD-2024 - $1,139), representing a decrease of $121 or 10.6% relative to YTD-2024, primarily due to the same reason as noted above for Q2-2025.

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

Fair value adjustment on derivative instruments

The Investment LP utilizes interest rate cap agreements to protect its interest costs on its variable rate loans as required by applicable lenders. The interest rate caps typically carry a notional amount equal to the amount of the loan outstanding at inception. For a detailed summary of the interest rate caps in place including the strike rate, term and notional amount of each interest rate cap applicable to certain loans payable protecting the Investment LP from increases in interest costs, please refer to the Investment LP's consolidated financial statements for the three and six months ended June 30, 2025 and June 30, 2024. As at June 30, 2024, the Investment LP discharged its obligation to purchase replacement interest rate caps for all of the its properties.

For Q2-2025 and YTD-2025, the Investment LP recorded a realized loss on derivative instruments of $653 and $1,682 (Q2-2024 and YTD-2024 - $2,055 and $3,813), respectively (excluding the amounts attributable to the Ventura non-controlling Interest), related to the fair value loss on interest rate caps. The loss on the interest rate caps during Q2-2025 and YTD-2025 was primarily as a result of changes in market expectations for SOFR which directly impact the value of such interest rate cap instruments.

DISTRIBUTIONS TO THE PARTNERS

For YTD-2025, the Investment LP paid distributions of $10,069 to the Partners (June 30, 2024 - $8,520).

PARTNERSHIP EXPENSES

Partnership expenses include costs incurred by the Investment LP that are not directly attributable to the Properties. These costs include items such as legal and audit fees, director fees, investor relations expenses, directors' and officers' insurance premiums, expenses relating to the administration of any distributions paid by the Investment LP and other general and administrative expenses associated with the operation of the Investment LP. Also included in partnership expenses are asset management fees payable to the Manager (see "Related Party Transactions and Arrangements – Arrangements with the Manager").

Partnership expenses for Q2-2025 were $1,142 (Q2-2024 - $561), representing an increase of $581 or 103.6% relative to Q2-2024, primarily due to transaction costs incurred in Q2-2025 related to the disposition of Lyric and inflationary increases in general and administrative expenses, partially offset by a decrease in asset management fees due to the Primary Variance Driver.

Partnership expenses for YTD-2025 were $1,743 (YTD-2024 - $1,116), representing an increase of $627 or 56.2% relative to YTD-2024, primarily due to the same reason as noted above for Q2-2025.

INVESTMENT PROPERTIES

Change in investment properties from January 1, 2024 to June 30, 2025:
Balance, January 1, 2024	$ 556,400
Additions	3,725
Fair value adjustment	(45,725)
Balance, December 31, 2024	514,400
Dispositions(1)	(103,500)
Additions	1,552
Fair value adjustment	(30,652)
Balance, June 30, 2025	$ 381,800

(1) On April 29, 2025, the Investment LP completed the disposition of Lyric.

Reconciliation of cost base of investment properties to their fair value:
Cost	$ 572,987
Cumulative fair value adjustment	(191,187)
Fair value	$ 381,800

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

The key valuation assumptions for the investment properties are set out in the following table:

		June 30, 2025	December 31, 2024
Capitalization rate - weighted average		5.12 %	5.08 %
Weighted average capitalization rate - 10 basis point increase(1)	$	(7,314)	$ (9,931)
Weighted average capitalization rate - 10 basis point decrease(1)	$	7,606	$ 10,329

(1) The impact of change in weighted average capitalization rate to the fair value of the Investment LP's investment properties.

During Q2-2025 and YTD-2025, the Investment LP recorded a fair value loss on investment properties of $9,186 and $30,652 (Q2-2024 and YTD-2024 - loss of $— and $6,600), primarily as a result of cap rate expansion. The cap rate expansion was primarily due to increases in U.S. long-term treasury rates which typically correlate to cap rates (see "Future Outlook").

The impact of a 1% change in NOI used to value the investment properties as at June 30, 2025 would affect the fair value of the Properties by approximately $5,446 (December 31, 2024 - $6,391).

PROVISION FOR CARRIED INTEREST

As at June 30, 2025, the Investment LP had not recognized a provision for carried interest and as a result, there was no expense recorded in the consolidated statement of loss and comprehensive loss for Q2-2025 and YTD-2025 (Q2-2024 and YTD-2024 - $nil) (see "Related Party Transactions and Arrangements - Carried Interest"). Subsequent to June 30, 2025, the Fund and Investment LP announced a proposed agreement for extinguishing any entitlements to the carried interest which could have been payable by the Fund in future periods. As a result, the Investment LP would no longer have an ongoing obligation for payments of a carried interest (see "Subsequent Events").

NON-CONTROLLING INTEREST

On May 25, 2022, the Investment LP acquired a 90% indirect ownership interest in Ventura with the remaining Ventura non-controlling interest owned by an affiliate of the Manager. There are no ongoing contractual commitments with the affiliate of the Manager that owns the Ventura non-controlling interest. All decision making in respect of Ventura, including day-to-day and material decisions, will be proportionately made by the Investment LP and owner of the Ventura non-controlling interest through established governance practices. For further information on the Ventura non-controlling interest, please refer to the Investment LP's consolidated financial statements for the three and six months ended June 30, 2025 and for the year ended December 31, 2024.

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

NON-IFRS FINANCIAL MEASURES - FFO AND AFFO

Non-IFRS financial measures have been presented below for Q2-2025 and YTD-2025 compared to Q2-2024 and YTD-2024.

FFO AND AFFO

A reconciliation of net loss and comprehensive loss, determined in accordance with IFRS, to FFO and AFFO is presented below for Q2-2025 and YTD-2025 compared to Q2-2024 and YTD-2024:

	Q2-2025	Q2-2024	YTD-2025	YTD-2024
Net loss and comprehensive loss - attributable to Partners	$ (12,920)	$ (3,170)	$ (36,940)	$ (12,819)
Add / (deduct):
Dividends to preferred shareholders - U.S. REIT series A	4	4	8	8
Fair value adjustment on derivative financial instruments(1)	653	2,055	1,682	3,813
Fair value adjustment of investment properties(1)	8,937	—	30,095	6,701
Transaction costs	651	—	651	—
FFO	$ (2,674)	$ (1,111)	$ (4,504)	$ (2,297)
Add / (deduct):
Amortization of financing costs(1)	428	483	1,018	1,139
Vacancy costs associated with the suite upgrade program	49	10	99	20
Loss on early extinguishment of debt	—	94	—	94
Sustaining capital expenditures and suite renovation reserves	(128)	(147)	(274)	(294)
Accrued interest costs(2)	1,295	482	2,038	482
AFFO	$ (1,030)	$ (189)	$ (1,623)	$ (856)

FFO

Basic and diluted FFO for Q2-2025 was $(2,674) (Q2-2024 - $(1,111)), representing a decrease in FFO of $1,563 or 140.7% relative to Q2-2024, primarily as a result of a reduction in NOI due to the Primary Variance Driver. FFO presented herein also includes $1,295 of accrued interest costs for Q2-2025 or debt service shortfall funding from applicable lenders which are payable upon maturity of the applicable loan payable, which amounts have been added back in AFFO presented.

Basic and diluted FFO for YTD-2025 was $(4,504)(YTD-2024 - $(2,297)), representing a decrease in FFO of $2,207 or 96.1% relative to YTD-2024, primarily as a result of a reduction in NOI due to the Primary Variance Driver. FFO presented herein also includes $2,038 of accrued interest costs for YTD-2025 or debt service shortfall funding from applicable lenders which are payable upon maturity of the applicable loan payable, which amounts have been added back in AFFO presented.

AFFO

Basic and diluted AFFO for Q2-2025 was $(1,030) (Q2-2024 - $(189)), representing a decrease in AFFO of $841 or 445.0% relative to Q2-2024, primarily as a result of the reasons described above for the decrease in FFO, partially offset by the impact of an increase in accrued interest costs added back to AFFO in Q2-2025, given the Investment LP completed certain debt amendments to allow the Investment LP to defer such costs in 2024 and 2025 (see "Financing Activities").

Basic and diluted AFFO for YTD-2025 was $(1,623) (YTD-2024 - $(856)), representing a decrease in AFFO of $767 or 89.6% relative to YTD-2024, primarily as a result of the reasons described above for FFO, partially offset by the impact of an increase in accrued interest costs added back to AFFO in YTD-2025 relative to YTD-2024, given the Investment LP completed certain debt amendments to allow the Investment LP to defer such costs in 2024 and 2025 (see "Financing Activities").

The Investment LP's stable operating results were offset by increases in the Investment LP's interest costs as a result of the Investment LP utilizing a variable rate debt strategy which allows the Investment LP to maintain maximum flexibility for the potential sale of the Properties. The Investment LP also continues to focus on liquidity management as it relates to the ongoing operations and any debt maturing (see "Future Outlook").

Sustaining capital expenditures

For the purposes of calculating AFFO, the Investment LP utilized a reserve for sustaining capital expenditures and suite or home renovations of $128 and $274 for Q2-2025 and YTD-2025 (Q2-2024 and YTD-2024 - $147 and $294), respectively. This reserve is used in the calculation of AFFO as it removes fluctuations in AFFO resulting from seasonality in actual sustaining

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

capital expenditures and suite or home renovation costs. The use of the reserve also eliminates any potential fluctuations in AFFO due to non-recurring or less frequent sustaining capital expenditures. Sustaining capital expenditure reserves are based on third party property condition assessment reports, which provide an estimate of sustaining capital expenditures required based on the quality of construction, age of the building and anticipated future maintenance requirements. Management believes the use of these property assessment reports to estimate sustaining capital expenditure amounts is appropriate given the third party's engineering and structural expertise as well their knowledge and experience with real estate in the Primary Markets. Actual sustaining capital expenditures and suite or home renovation costs incurred during Q2-2025 and YTD-2025 were $91 and $185 (Q2-2024 and YTD-2024 - $108 and $136), respectively.

Cash provided by operating activities reconciliation to FFO and AFFO

Reconciliation of cash provided by operating activities determined in accordance with IFRS to FFO and AFFO for Q2-2025, YTD-2025, Q2-2024 and YTD-2024 are provided below:

	Q2-2025	Q2-2024	YTD-2025	YTD-2024
Cash provided by operating activities	$ 5,362	$ 6,358	$ 11,398	$ 11,601
Less: interest costs	(6,796)	(6,400)	(13,659)	(12,734)
Cash used in operating activities - including interest costs(1)	(1,434)	(42)	(2,261)	(1,133)
Add / (deduct):
Change in non-cash operating working capital	(1,513)	(2,053)	(945)	(1,475)
Loss on early extinguishment of debt	—	(94)	—	(94)
Transaction costs	651	—	651	—
Change in restricted cash	(37)	1,498	(1,096)	1,432
Net loss attributable to non-controlling interests	337	110	725	107
Amortization of financing costs	(678)	(530)	(1,578)	(1,134)
FFO	(2,674)	(1,111)	(4,504)	(2,297)
Add / (deduct):
Amortization of financing costs	428	483	1,018	1,139
Vacancy costs associated with the suite upgrade program	49	10	99	20
Loss on early extinguishment of debt	—	94	—	94
Sustaining capital expenditures and suite renovation reserves	(128)	(147)	(274)	(294)
Accrued interest costs(2)	1,295	482	2,038	482
AFFO	$ (1,030)	$ (189)	$ (1,623)	$ (856)

(1) This metric is a non-IFRS measure. Non-IFRS financial measures do not have standardized meanings prescribed by IFRS (see "Non-IFRS Financial Measures").
(2) These amounts represent interest costs that are deferred and payable only at maturity of the applicable loan payable.

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

any principal repayments of the loans payable in order to meet certain extension conditions. In the event the Investment LP is not able to refinance the loan or if the Investment LP does not have sufficient liquidity or other sources of capital sufficient to make any such principal repayments required to achieve the applicable loan extension tests and the Investment LP is not able to otherwise negotiate an extension of such loan, the applicable lender may provide formal notice of an event of default expressing its right to demand repayment of the borrowings relating to such property. Under this scenario, the Investment LP may be obligated to sell such properties which may not be able to be completed on terms that are acceptable to the Investment LP or may be required to explore other options in the best economic interests of the Investment LP in order to discharge its obligations under any of the applicable loan agreements. The Investment LP's loans payable also do not carry cross-default provisions. On April 29, 2025, the Investment LP completed the disposition of Lyric and through distributions to the Fund fully repaid Fund's credit facility outstanding balance amounting to $13,605. The Fund intends to make its credit facility available to the Investment LP, following the proposed reorganization (see Subsequent Events). Subsequent to June 30, 2025, the Sunlake loan payable was extended by one-year to June 1, 2026 and for the Eight at East loan payable, the Investment LP amended the loan agreement to obtain a short-term extension to September 7, 2025 and completed the disposition of the Property repaying such loan in full at that time (see "Subsequent Events").

CASH FLOW

	Q2-2025	Q2-2024	YTD-2025	YTD-2024
Cash provided by operating activities	$ 5,362	$ 6,358	$ 11,398	$ 11,601
Cash provided by (used in) investing activities	102,714	(1,896)	101,948	(2,696)
Cash used in financing activities	(104,261)	(3,217)	(109,130)	(6,999)
Increase in cash	3,815	1,245	4,216	1,906
Cash, beginning of period	2,481	1,366	2,080	705
Cash, end of period	$ 6,296	$ 2,611	$ 6,296	$ 2,611

Cash provided by operating activities during Q2-2025 and YTD-2025 was $5,362 and $11,398 respectively, which primarily consisted of the operating income generated by the Properties, changes in non-cash operating working capital and changes in restricted cash which is held in escrow to fund property taxes and insurance costs and in certain instances, allow the Investment LP to draw such amounts to fund eligible capital expenditures at certain properties.

Cash provided by operating activities during Q2-2024 and YTD-2024 was $6,358 and $11,601 respectively, which primarily consisted of the operating income generated by the Properties and changes in non-cash operating working capital, partially offset by changes in restricted cash which is held in escrow to fund property taxes and insurance costs and in certain instances, allow the Investment LP to draw such amounts to fund eligible capital expenditures at certain properties.

Cash provided by investing activities for Q2-2025 and YTD-2025 was $102,714 and $101,948, consisting of $103,500 from the disposition of Lyric, partially offset by capital additions to the Properties of $786 and $1,552 for Q2-2025 and YTD-2025, respectively.

Cash provided by investing activities for Q2-2024 and YTD-2024 was $1,896 and $2,696, respectively, consisting of capital additions to the Properties.

Cash used in financing activities for Q2-2025 and YTD-2025 was $104,261 and $109,130, respectively, which primarily consisted of the repayment of existing loans payable of $86,697 and $89,697, distributions to Partners of $14,210 and $10,069 and finance costs paid of $4,751 and $11,420, partially offset by proceeds from draw downs on existing loans of $1,295 and $2,038, respectively.

Cash used in financing activities for Q2-2024 and YTD-2024 was $3,217 and $6,999, respectively, which primarily consisted of the repayment of existing loans payable of $61,614, finance costs paid of $11,512 and $18,394 and distributions to Partners of $11,127 and $8,520 for Q2-2024 and YTD-2024, respectively. Cash used was partially offset by proceeds from refinancing of $62,223, new financings of $18,277 and draw downs on existing loans of $482 and $979 for Q2-2024 and YTD-2024, respectively.

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STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

CAPITAL STRUCTURE AND DEBT PROFILE

CAPITAL STRUCTURE

	June 30, 2025	December 31, 2024
Loans payable(1)	$ 373,655	$ 461,314
Equity attributable to Partners and non-controlling interests	11,307	59,014
Less: non-controlling interests	1,312	614
Total equity attributable to Unitholders	$ 386,274	$ 520,942

(1) Loans payable includes 100% of the loan payable for Ventura. The non-controlling interest reflects the minority ownership of 10% in Ventura owned by the holder of the non-controlling interest.

		June 30, 2025	December 31, 2024
Indebtedness to Gross Book Value		97.9%	89.7%
Weighted average interest rate - as at period end(1)		7.45%	6.10%
Weighted average loan term to maturity(2)		1.13 years	1.57 years
	Q2-2025	Q2-2024	YTD-2025
---	---	---	---
Weighted average interest rate - average during period(1)	7.30%	5.75%	7.22%
Interest and Indebtedness Coverage Ratio(3)	0.82x	0.99x	0.87x

(1) The weighted average interest rate on loans payable is presented as at June 30, 2025 reflecting the prevailing index rate, as applicable to each loan, as at that date (see "Loans Payable") and includes the maximum interest rate on the Unsecured Financing of 12.0% (see "Financing Activities"). As at November 12, 2025, the Investment LP had fixed rate debt in place on certain of its loans payable which protect the Investment LP from increases in SOFR (see "Fair value adjustment on derivative instruments").
(2) The weighted average term to maturity assumes that certain extension options have been utilized by the Investment LP. Such extension options available to the Investment LP are outlined on the consolidated financial statements of the Investment LP for the three and six months ended June 30, 2025 and are subject to certain conditions.
(3) These calculations exclude $1,295 and $2,038 of interest costs or debt service shortfall funding for Q2-2025 and YTD-2025 as these amounts are accrued and payable only at maturity of the applicable loan payable.

As at June 30, 2025, the overall leverage, as represented by the ratio of Indebtedness to Gross Book Value, was 97.9% (December 31, 2024 - 89.7%) and the weighted average term to maturity was 1.13 years (December 31, 2024 - 1.57 years). The maximum allowable leverage ratio under the Declaration of Trust restricts the Fund and the Investment LP from entering into any additional indebtedness whereby at the time of entering into such indebtedness, the leverage ratio would exceed 75% (as defined in the Declaration of Trust). As of the date of issuance of this MD&A, the Investment LP did not exceed the maximum leverage condition and continues to focus on managing the Investment LP's capital structure, including the overall leverage (see "Liquidity and Capital Resources" and "Future Outlook").

For Q2-2025 and YTD-2025, the Interest Coverage Ratio and the Indebtedness Coverage Ratio were both 0.82x and 0.87x (Q2-2024 and YTD-2024 - 0.99x and 0.95x) respectively, as there were no principal payments paid or required to be paid during the period. The decrease in both ratios is due to the reduction in NOI as a result of the Primary Variance Driver. The principal repayment amount paid under the Lyric loan payable has been excluded from this calculation as a result of it being related to the sale of the property.

The Investment LP also continues to actively monitor the interest rate environment and any associated impact this may have on the Investment LP's financial performance. Any shortfall of operating income relative to interest costs is funded from cash on hand. The Investment LP may also enter into additional financing, evaluate potential asset sales of remaining properties or other alternatives in the best economic interests of the Partners in the event liquidity is required to fund the ongoing operations of the Investment LP (see "Future Outlook").

D-27
26

Starlight

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

LOANS PAYABLE

	Scheduled principal payments	Debt maturing during the year(1)	Total loans payable	Percentage of total loans payable	Weighted average interest rate of maturing loans(2)	Scheduled interest payments(3)
2025 - reminder of year(3)	$ —	$ 120,906	$ 120,906	32.4 %	6.36 %	$ 9,862
2026	—	170,950	170,950	45.8 %	8.29 %	5,910
2027	—	19,576	19,576	5.2 %	4.00 %	4,032
Thereafter	—	62,223	62,223	16.6 %	5.85 %	5,460
	$ —	$ 373,655	$ 373,655	100.0 %	7.04 %	$ 25,264
Unamortized financing costs			(1,563)
Carrying value			$ 372,092

(1) Debt maturing during the year is based on initial maturity of the existing loan agreements and excludes any extension options.
(2) Scheduled interest payments and interest rates are based on the applicable Term SOFR or NY SOFR rate as at June 30, 2025, including any interest rate caps in place and required based on the terms of existing loan agreements. Weighted average interest rate of maturing loans assumes interest rate of 4.00% for unsecured financing maturing in 2027 as $1,299 of deferred debt service costs are included in the principal balance outstanding balance as at the reporting date.
(3) The Investment LP has shown the principal payments herein based on the initial maturity date of such loan. As no extension options are available as of the date of this MD&A, the balloon payments are based on the subsequent repayment of the Investment LP's loans payable as a result of subsequent disposition of Eight at East.

FINANCING ACTIVITIES

On May 1, 2024, the Investment LP amended the Ventura loan payable to extend the term to February 9, 2026, discharged its obligation to purchase a replacement interest rate cap and defer a portion of the debt service at the property, whereby the Investment LP can defer up to certain amounts per month subject to certain terms. The outstanding balance on any deferred amounts bears interest at 12.0% per annum, compounded monthly, which is accrued and payable at the time of repayment of such loan. Any accrued debt service costs or debt service shortfall funding which have been deferred and are payable upon maturity of the loan are included in interest expense within the Investment LP's consolidated statement of loss and comprehensive loss for the three and six months ended June 30, 2025 with an offsetting amount added to the loans payable principal outstanding which during Q2-2025 and YTD-2025 amounted to $933 and $1,327. As at June 30, 2025 the Investment LP had accrued and deferred a total of $3,200 of debt service costs which are included in the principal balance outstanding reported at such date (December 31, 2024 - $1,873), whereby such amounts bear interest at 12.0% per annum and the remaining principal outstanding on the Ventura loan payable at that time of $92,750 bears interest at Term SOFR + 3.50%. On June 9, 2025, the Investment LP finalized the modification of the Ventura loan payable to reduce the Investment LP's monthly funding obligation for any debt service shortfall of the property to $75 per month, effective retroactively as of February 9, 2025.

On June 28, 2024, a subsidiary of the Investment LP entered into an unsecured financing of $18,277 for a three-year term, bearing monthly interest only payments at a minimum of 4.0% per annum. To the extent there is sufficient operating cash flow from the Investment LP's Indigo property after payment of any associated debt servicing costs for the first mortgage and the minimum 4.0% payment required under the unsecured financing, the monthly interest payment may increase up to a maximum of 12.0% per annum. To the extent the minimum monthly payment is less than the maximum 12.0% interest rate, the excess up to the maximum 12.0% interest rate is accrued and deferred to be payable upon maturity of the unsecured financing. Any accrued debt service costs or debt service shortfall funding which have been deferred and are payable upon maturity of the loan are included in interest expense within the consolidated statement of loss and comprehensive loss for the three and six months ended June 30, 2025 with an offsetting amount added to the loans payable principal outstanding which during Q2-2025 and YTD-2025, amounted to $362 and $711. As at June 30, 2025 the Investment LP had accrued and deferred a total of $1,299 of debt service costs which are included in the principal balance outstanding reported at such date (December 31, 2024 - $588).

On April 29, 2025, the Investment LP completed the disposition of Lyric and used the proceeds to repay the outstanding loan principal balance of $86,697.

D-28
27

Starlight

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

For the Emerson loan payable, certain extension conditions for the loans secured by Emerson were not achieved as of the initial maturity date of April 9, 2025. The Investment LP was pursuing good faith negotiations with the lenders to obtain a modification and extension of the loans secured the Pledged Interests, in the entity that owns the property. However, subsequent to June 30, 2025, the Investment LP received the Notice from the Lender of the loans payable secured by the Pledged Interests. The Notice received expressed the Lender's right to demand repayment of the borrowings secured by the Pledged Interests. In the absence of a negotiated modification and extension of such loan, the Lender had the right to exercise the remedies available to it under the loan agreement, including a foreclosure of the Pledged Interests. As a result, subsequent to June 30, 2025, the foreclosure proceedings were finalized through a public auction which resulted in the transfer of ownership of Emerson to a third party. The transfer of the Emerson resulted in no net proceeds to the Investment LP. The loans secured by Emerson did not carry cross-default provisions with any other property in the Investment LP (see "Subsequent Events").

The Eight at East loan payable matured on May 7, 2025 and the Investment LP was unable to meet the conditions required to extend the term under the loan agreement. The loan maturity was further extended to September 7, 2025 and the Investment LP subsequently completed the disposition of Eight at East on August 12, 2025 for $63,000 using the proceeds to repay the outstanding first mortgage of $64,225 (see "Subsequent Events").

On July 17, 2025, the Sunlake loan payable was extended by one-year to June 1, 2026. As per the terms of the extension, the loan is subject to certain performance conditions during the remaining loan term and bears interest-only payments at a fixed rate of 8.56% per annum with any debt service shortfall, as defined therein, being accrued and deferred until maturity (see "Subsequent Events").

The loans secured by Ventura and Indigo mature in 2026 and beyond.

The Investment LP continues to actively monitor the interest rate environment and any associated impact elevated interest rates may have on the Investment LP's financial performance.

COMMITMENTS AND CONTINGENCIES

PARTNERS' EQUITY

Investment LP is owned by the Fund through class A limited partnership units and an entity controlled by the Partner and Chief Executive Officer of the Investment LP, Daniel Drimmer, via class B LP Units. Each class of unit is entitled to a share of any distributions and net assets of the Investment LP based on certain entitlements for each class. Subsequent to June 30, 2025, the Fund and Investment LP announced a proposed agreement for extinguishing any entitlements to the carried interest which could have been payable by the Fund in future periods. As a result, the Investment LP would no longer have an ongoing obligation for payments of a carried interest (See "Subsequent Events").

For YTD-2025, the Investment LP paid distributions of $10,069 to the Partners (June 30, 2024 - $8,520 $).

D-29
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Starlight

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

RELATED PARTY TRANSACTIONS AND ARRANGEMENTS

ARRANGEMENTS WITH THE MANAGER

The Investment LP engaged the Manager to perform certain management services, as outlined below. The Manager is a related party to the Investment LP as the Manager is owned and controlled by Daniel Drimmer, a director and President and Chief Executive Officer of Starlight Group and Chief Executive Officer and a trustee of the Fund. The management agreement dated November 15, 2021 (the "Management Agreement") expires on the winding-up or dissolution of the Investment LP, unless and until the Management Agreement is terminated in accordance with the termination provisions.

(a) Asset management fees: Pursuant to the Management Agreement, the Manager is to perform asset management services for fees equal to 0.35% of the sum of: (i) the historical purchase price of the Properties acquired; and (ii) the cost of any capital expenditures in respect of the Properties since the date of acquisition by the Investment LP. In addition, the Investment LP reimburses the Manager for all reasonable and necessary actual out-of-pocket costs and expenses incurred by the Manager in connection with the performance of the services described in the Management Agreement or such other services which the Investment LP and the Manager agree in writing are to be provided from time to time by the Manager.

For Q2-2025 and YTD-2025, the Investment LP incurred asset management fees of $473 and $1,026 (Q2-2024 and YTD-2024 - $551 and $1,101), which were charged to partnership expenses. On January 1, 2024, the Manager agreed to defer the Investment LP's obligation to pay all asset management fees until further notice. Asset management fees payable to the Manager as at June 30, 2025 was $3,231 (December 31, 2024 - $2,204).

For Q2-2025 and YTD-2025, the Investment LP did not incur any acquisition fees (Q2-2024 and YTD-2024 - $nil). Acquisition fees are paid at the time of acquisition and are initially capitalized to investment properties on acquisition.

(c) Guarantee fees: Pursuant to the Management Agreement as assigned, in the event that the Manager is required by the lenders of the Investment LP to provide a financing guarantee in connection with the amount borrowed by the Investment LP or its wholly owned subsidiaries to indirectly acquire an interest in the Properties, the Investment LP and Starlight U.S. Residential (Multi-Family) REIT Inc. will, in consideration for providing such guarantee, in aggregate, pay the Manager a guarantee fee represented by an annual amount equal to 0.15% of the then-outstanding amount of such guaranteed funds. This fee is calculated and payable in arrears on the first day of each month.

For Q2-2025 and YTD-2025, the Investment LP did not incur any guarantee fees (Q2-2024 and YTD-2024 - $nil). The amount payable to the Manager as at June 30, 2025 was $nil (December 31, 2024 - $nil).

Other related party transactions

Aggregate compensation to key management personnel was $nil for Q2-2025 and YTD-2025, as compensation of these individuals is paid by the Manager pursuant to the Management Agreement (Q2-2024 and YTD-2024 - $nil).

The Investment LP owns a 90% interest in Ventura Mezz LLC, an entity indirectly owning Ventura, with the remaining 10% ownership of Ventura Mezz LLC acquired by an entity controlled by Daniel Drimmer, a director and President and Chief Executive Officer of Starlight Group and a trustee and Chief Executive of the Fund ("Ventura Minority Owner"). There are no ongoing contractual commitments with the Ventura Minority Owner other than typical governing legal documents for Ventura Mezz LLC which outlines that all decision making in respect of such entity, including day-to-day and material decisions, will be proportionately made by the Investment LP, including its subsidiaries, and the Ventura Minority Owner through established governance practices. The purchase price of Ventura, including the 10% acquired by the Ventura Minority Owner, was determined based on the agreed upon purchase price with the third party seller and represents the fair value of the property acquired at that time.

D-30
29

Starlight

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

CARRIED INTEREST

The partners of Starlight Investment Residential Partnership ("SIRP") (currently being Starlight Group and the President of the Fund), through SIRP's indirect interest in Starlight U.S. Residential (Multi-Family) Holding L.P. (the "Holding LP"), are entitled to the carried interest, being an aggregate amount equal to 25% of the total of all amounts each of which is the amount, if any, by which (i) the aggregate amount of distributions which would have been paid on all Units of the Fund (assuming all Class B LP Units were exchanged for class C Units) of a particular class if all distributable cash of the Holding LP were received by the Fund (through the Investment LP and Starlight U.S Residential (Multi-Family) Investment GP, Inc.), together with all other amounts distributable by the Fund (including distributable cash generated by investees of the Fund not held through the Holding LP, if any), and distributed by the Fund (net of any amounts required to provide for expenses and determined without reference to any applicable U.S. taxes payable by or on behalf of the Fund, the Investment LP or any other investee partnership that is treated as a corporation for U.S. federal income tax purposes) to unitholders of the Fund (the "Unitholders") in accordance with the Declaration of Trust, exceeds (ii) the aggregate minimum return in respect of such class of Units (including, in the case of class C Units, the class C Units issuable upon exchange of Class B LP Units) of the Fund (the calculation of which includes the amount of the investors capital return base), each such excess, if any, to be calculated in U.S. dollars and, in the case of Canadian dollar Units, based on the applicable exchange rate on the date of distribution for actual distributions paid by the Fund and otherwise on the date of the applicable distribution by any relevant investee to the Fund, provided that, to the extent that the aggregate amount of distributions which would have been paid on all Units (assuming all Class B LP Units were exchanged for class C Units) of a particular class pursuant to the foregoing exceeds the minimum return for such class, the partners of SIRP, through SIRP's indirect interest in the Holding LP, will be entitled to an aggregate amount equal to 50% of each such excess amount (i.e., a catch-up) until the amounts, if any, distributable to the Unitholders in excess of the investors capital return base as defined in the Fund's final long form prospectus dated October 28, 2021, is equal to three times (i.e., 75%/25%) the catch-up payment receivable by the partners of SIRP in respect of such class. Pursuant to a side letter to be entered into between the partners of SIRP and the holders of class I Units, the partners of SIRP will pay a percentage of the carried interest received to the holders of class I units in an amount that is intended to result in the carried interest retained by the partners of SIRP being reduced to 20% in respect of the class I Units, with no catch-up amount (see "Other Income and Expenses" for discussion of the amounts presented for provision for carried interest).

Subsequent to June 30, 2025, the Fund and Investment LP announced a proposed agreement with the partners of the SIRP for extinguishing any entitlements to the carried interest which could have been payable by the Fund in future periods. As a result, the Investment LP would no longer have an ongoing obligation for payments of a carried interest (see "Subsequent Events").

MATERIAL ACCOUNTING POLICIES AND CHANGES IN ACCOUNTING POLICIES

A summary of the material accounting policies is provided in note 3 to the consolidated financial statements of the Investment LP for the year ended December 31, 2024. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities at each financial statement date, and revenues and expenses for the periods indicated. Actual results could differ from those estimates.

D-31
30

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

CRITICAL JUDGMENTS AND ESTIMATES

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates.

(a) Accounting for acquisitions: Management must assess whether the acquisition of a property should be accounted for as an asset purchase or business combination. This assessment impacts the accounting treatment of transaction costs, the allocation of the costs associated with the acquisition and whether or not goodwill is recognized. The Investment LP's acquisitions are generally determined to be asset purchases as the Investment LP does not acquire an integrated set of activities that together significantly contribute to the ability to create outputs as part of the acquisition transaction. For asset acquisitions, the total cost is allocated to the identifiable assets and liabilities on the basis of their relative fair values on the acquisition date.

(b) Financial instruments: Critical judgments and estimates are also made in the determination of fair value of financial instruments and include assumptions and estimates regarding future interest rates, the relative creditworthiness of the Investment LP to its counterparties, the credit risk of the Investment LP's counterparties relative to the Investment LP, the estimated future cash flows and discount rates.

(c) Investment properties: The estimates used when determining the fair value of investment properties are capitalization rates and stabilized future cash flows. The capitalization rate applied is reflective of the characteristics, location and market of each investment property. The stabilized future cash flows of each investment property are based upon rental income from current leases and assumptions about occupancy rates and market rent from future leases reflecting current conditions, less future cash outflows relating to such current and future leases. The Investment LP typically determines fair value internally utilizing internal financial information, external market data and capitalization rates provided by independent industry experts through third-party appraisals. In addition, the Investment LP obtains valuations from third-party appraisers at least once annually for each Property.

(d) Income taxes: The Investment LP applies judgment in determining the tax rates applicable to its subsidiaries and identifying the temporary differences in each such legal subsidiary in respect of which deferred income taxes are recognized. Deferred taxes relate to temporary differences arising from its subsidiaries and are measured based on tax rates that are expected to apply in the year when the asset is realized, or the liability is settled. Temporary differences are differences that are expected to reverse in the future and arise from differences between accounting and tax asset values. The Investment LP's estimate of deferred taxes is based on the assumption that the Investment LP's liquidating event occurs either through a direct sale of the investment properties or through a disposition of its ownership interests in its U.S. subsidiaries. Should the Investment LP's liquidating event occur through a sale of the Partners' Capital, the estimated deferred taxes would not be incurred by the Investment LP.

(e) Carried interest: The determination by the Investment LP as at the statement of financial position date as to whether a provision for carried interest should be recognized to the partners of the SIRP is based, among other criteria, on the Fund's analysis of the equity attributable to the Unitholders and distributions paid to the Unitholders since the formation of the Investment LP and the Investment LP's ability to meet the requirement to return the initial investment amount contributed from the Partners. Subsequent to June 30, 2025, the Fund and Investment LP announced a proposed agreement with the partners of the SIRP for extinguishing any entitlements to the carried interest which could have been payable by the Fund in future periods. As a result, the Investment LP would no longer have an ongoing obligation for payments of a carried interest (see "Subsequent Events").

(f) Leases: The Investment LP makes judgments in determining whether certain leases, in particular resident leases are accounted for under IFRS as either operating or finance leases. The Investment LP has determined that all of its leases are operating leases.

D-32

Starlight

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

(g) Consolidation: The Investment LP has determined that it controls all of its subsidiaries, including the significant subsidiaries (as defined in the consolidated financial statements for the year ended December 31, 2024). In making this determination, it considered the relationships between the Investment LP, the Manager, and the significant subsidiaries including ownership interests, voting rights and management agreements. Through this analysis, it was determined that the Manager is an agent of the Investment LP.

FUTURE ACCOUNTING POLICY CHANGES

The future accounting policy changes are discussed in the Investment LP's consolidated financial statements for the three and six months ended June 30, 2025 and the notes contained therein.

RISKS AND UNCERTAINTIES

There are certain risks inherent in an investment in the Partners' Capital of the Investment LP and activities of the Investment LP. Risks and uncertainties are disclosed in the Investment LP's MD&A for the year ended December 31, 2024. Current and prospective investors of the Investment LP should carefully consider such risk factors. Other than set out or contemplated herein, management is not aware of any significant changes in the risk and uncertainties since the issuance of the Investment LP's MD&A for the year ended December 31, 2024.

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

All control systems have inherent limitations, including well-designed and operated systems. No control system can provide complete assurance that the objectives of the control system will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues, including instances of fraud, if any, will be detected or prevented. These inherent limitations include, without limitation, the possibility that management's assumptions and judgments may ultimately prove to be incorrect under varying conditions and circumstances and the impact of isolated errors. As a growing enterprise, management anticipates that the Investment LP will be continually evolving and enhancing its systems of controls and procedures.

SUBSEQUENT EVENTS

On August 12, 2025 the Investment LP completed the disposition of Eight at East for $64,700 and repaid the applicable first mortgage of $64,225.

For the Emerson loan payable, certain extension conditions for the loans secured by Emerson were not achieved as of the initial maturity date of April 9, 2025. The Investment LP was pursuing good faith negotiations with the lenders to obtain a modification and extension of the loans secured the Pledged Interests, in the entity that owns the property. However, subsequent to June 30, 2025, the Investment LP received the Notice from the Lender of the loans payable secured by the Pledged Interests. The Notice received expressed the Lender's right to demand repayment of the borrowings secured by the Pledged Interests. In the absence of a negotiated modification and extension of such loan, the Lender had the right to exercise the remedies available to it under the loan agreement, including a foreclosure of the Pledged Interests. As a result, on October 21, 2025, the foreclosure proceedings were finalized through a public auction which resulted in the transfer of ownership of Emerson to a third party. The transfer of the Emerson resulted in no net proceeds to the Investment LP and had no impact on the net asset value of the Investment LP. The loans secured by Emerson did not carry cross-default provisions with any other property in the Investment LP.

D-33
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Starlight

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP - Q2 2025 MD&A

Dated: November 13, 2025

Toronto, Ontario, Canada

D-34
33

E-1

APPENDIX "E"

PRO FORMA FINANCIAL STATEMENTS – INVESTMENT MF LP

See attached.

Pro Forma Consolidated Financial Statements
(In thousands of U.S. dollars)

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

As at June 30, 2025 and for the six months ended June 30, 2025 and the year ended December 31, 2024

(Unaudited)

E-2

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Pro Forma Consolidated Statement of Financial Position

As at June 30, 2025

(In thousands of U.S. dollars)

(Unaudited)

	Starlight U.S. Residential (Multi-Family) Investment LP	Pro forma adjustments	Notes	Total
ASSETS
Non-current assets:
Investment properties	$ 381,800	$ (64,700)	5(a)	$ 317,100
	—	(56,500)	5(b)	(56,500)
Utility deposits	48	(15)	5(a)	33
Total non-current assets	381,848	(121,215)		260,633
Current assets:
Resident and other receivables	536	(109)	5(a)	427
Prepaid expenses and other assets	505	(142)	5(a)	363
	—	(80)	5(b)	(80)
Restricted cash	6,330	(1,896)	5(a)	4,434
	—	(976)	5(b)	(976)
Cash	6,296	(630)	5(a)	5,666
	—	(1,002)	5(b)	(1,002)
Total current assets	13,667	(4,835)		8,832
TOTAL ASSETS	$ 395,515	$ (126,050)		$ 269,465
LIABILITIES
Non-current liabilities:
Loans payable	$ 80,273	$ —		$ 80,273
Preferred shares - U.S. REIT series A	125	—		125
Total non-current liabilities	80,398	—		80,398
Current liabilities:
Loans payable	291,819	(64,224)	5(a)	227,595
	—	(56,680)	5(b)	(56,680)
Resident rental deposits	651	(112)	5(a)	539
	—	(78)	5(b)	(78)
Finance costs payable	4,217	(564)	5(a)	3,653
	—	(1,229)	5(b)	(1,229)
Accounts payable and accrued liabilities	7,123	(696)	5(a)	6,427
	—	(769)	5(b)	(769)
	—	122	5(c)	122
Total current liabilities	303,810	(124,230)		179,580
TOTAL LIABILITIES	384,208	(124,230)		259,978
EQUITY
Partners' capital attributable to Partners	12,619	(1,896)	5(a)	10,723
	—	198	5(b)	198
	—	(122)	5(c)	(122)
Non-controlling interests	(1,312)	—		(1,312)
TOTAL LIABILITIES AND EQUITY	$ 395,515	$ (126,050)		$ 269,465

See accompanying notes to the pro forma consolidated financial statements.

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Pro Forma Consolidated Statement of (Loss) Income and Comprehensive (Loss) Income

For the six months ended June 30, 2025

(In thousands of U.S. dollars)

(Unaudited)

	Starlight U.S. Residential (Multi-Family) Investment LP	Pro forma adjustments	Notes	Total
Revenue from property operations	$ 18,412	$ (5,609)	5(a)	$ 12,803
	—	(2,511)	5(b)	(2,511)
Expenses:
Property operating costs	(4,985)	1,442	5(a)	(3,543)
	—	801	5(b)	801
Property taxes	(2,296)	567	5(a)	(1,729)
	—	551	5(b)	551
Income (loss) from rental operations	11,131	(4,759)		6,372
Partnership expenses	(1,743)	1,095	5(a)	(648)
	—	138	5(b)	138
	—	(122)	5(c)	(122)
Finance costs	(16,362)	3,983	5(a)	(12,379)
	—	2,028	5(b)	2,028
Dividends to preferred shareholders - U.S. REIT series A	(8)	—		(8)
Fair value adjustment of investment properties	(30,652)	9,390	5(a)	(21,262)
	—	4,120	5(b)	4,120
(Loss) income before income taxes	(37,634)	15,873		(21,761)
Income tax expense:
Current	(31)	14	5(b)	(17)
Net (loss) income and comprehensive (loss) income	$ (37,665)	$ 15,887		$ (21,778)
Net (loss) income and comprehensive (loss) income attributable to:
Partners	(36,940)	10,868	5(a)	(26,072)
	—	5,141	5(b)	5,141
	—	(122)	5(c)	(122)
Non-controlling interests	(725)	—		(725)
Net (loss) income and comprehensive (loss) income	$ (37,665)	$ 15,887		$ (21,778)

See accompanying notes to the pro forma consolidated financial statements.

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Pro Forma Consolidated Statement of (Loss) Income and Comprehensive (Loss) Income

For the year ended December 31, 2024

(In thousands of U.S. dollars)

(Unaudited)

	Starlight U.S. Residential (Multi-Family) Investment LP	Pro forma adjustments	Notes	Total
Revenue from property operations	$ 40,051	$ (13,852)	5(a)	$ 26,199
	—	(5,287)	5(b)	(5,287)
Expenses:
Property operating costs	(10,602)	3,647	5(a)	(6,955)
	—	1,578	5(b)	1,578
Property taxes	(4,071)	1,216	5(a)	(2,855)
	—	1,086	5(b)	1,086
Income (loss) from rental operations	25,378	(11,612)		13,766
Partnership expenses	(2,243)	779	5(a)	(1,464)
	—	275	5(b)	275
	—	(214)	5(c)	(214)
Finance costs	(36,442)	11,003	5(a)	(25,439)
	—	4,573	5(b)	4,573
Dividends to preferred shareholders - U.S. REIT series A	(16)	—		(16)
Fair value adjustment of investment properties	(45,725)	15,813	5(a)	(29,912)
	—	7,955	5(b)	7,955
(Loss) income before income taxes	(59,048)	28,572		(30,476)
Income tax expense:
Current	(63)	28	5(b)	(35)
Net (loss) income and comprehensive (loss) income	$ (59,111)	$ 28,600		$ (30,511)
Net (loss) income and comprehensive (loss) income attributable to:
Partners	(58,119)	18,606	5(a)	(39,513)
	—	10,208	5(b)	10,208
	—	(214)	5(c)	(214)
Non-controlling interests	(992)	—		(992)
Net (loss) income and comprehensive (loss) income	$ (59,111)	$ 28,600		$ (30,511)

See accompanying notes to the pro forma consolidated financial statements.

E-6
5

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

1. Nature of business

The Starlight U.S. Residential (Multi-Family) Investment LP ("SURF LP") is a limited partnership established under and governed by the laws of the Province of Ontario, pursuant to an amended and restated limited partnership agreement (the "LPA"). SURF LP is owned by Starlight U.S. Residential Fund (the "Fund").

SURF LP was established for the primary purpose of directly or indirectly acquiring, owning and operating a portfolio primarily comprised of income-producing residential properties in the United States ("U.S.") residential real estate market that can achieve significant increases in rental rates as a result of undertaking high return, value-add capital expenditures and active asset management, that are located primarily in the States of Arizona, California, Colorado, Florida, Georgia, Idaho, Nevada, North Carolina, Oregon, South Carolina, Tennessee, Texas, Utah and Washington ("Primary Markets").

The accompanying pro forma consolidated financial statements of SURF LP have been prepared on the basis that: (i) SURF LP and the Fund have entered into a transaction such that the former owners of the Fund will become the new direct owners of SURF LP, along with the Class B unitholder of SURF LP ("Class B Unitholder"), (collectively the "Partners") through the exchange of all existing units of the Fund for Canadian dollars ("C$") denominated Class A limited partnership units of SURF LP ("Class A LP Units") based on a defined exchange ratio ("Unit Exchange"); (ii) that SURF LP will continue to own all of the limited partnership units of Starlight U.S. Residential (Multi-Family) Holding L.P. (the "Holding LP") and its subsidiaries including the common stock of Starlight U.S. Residential (Multi-Family) REIT Inc. (the "U.S. REIT") and SURF LP's three properties which include Indigo Apartments ("Indigo") located in the northwest Raleigh, North Carolina market, Bainbridge Sunlake ("Sunlake") located in the northern Tampa, Florida and a 90% interest in Ventura apartments ("Ventura") located in the Chandler, Arizona via a 90% interest in Ventura Mezz LLC (the remaining 10% interest in Ventura Mezz LLC will be owned by an affiliate of the Manager (as defined below)) (collectively the "Properties"); (iii) the Fund and the SURF LP will extinguish any entitlements to the carried interest; and (iv) that SURF LP will continue to be managed by Starlight Investments US AM Group LP (the "Manager"), which is a wholly owned subsidiary of Starlight Group Holdings Inc. ("Starlight Group") and a related party.

The registered office of SURF LP is located at 3280 Bloor Street West, Centre Tower, Suite 1400, Toronto Ontario M8X 2X3.

E-7
6

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

2. Basis of presentation

(a) Statement of compliance:

These pro forma consolidated financial statements of SURF LP and its subsidiaries have been prepared by management in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and using the accounting policies described herein.

(b) Basis of measurement and going concern:

These pro forma consolidated financial statements have been prepared from the following financial statements:

Condensed consolidated interim financial statements of SURF LP for the three and six months ended June 30, 2025 and 2024.
Audited consolidated financial statements of SURF LP for the year ended December 31, 2024 and 2023.

The application of the going concern basis of presentation assumes that SURF LP will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

These pro forma consolidated financial statements give effect to:

(i) The Unit Exchange assuming such exchange took place on January 1, 2024;
(ii) The disposition of two properties previously owned by SURF LP including Lyric Apartments ("Lyric") and Eight at East Apartments ("Eight at East") and assuming such disposition took place on January 1, 2024; and
(iii) Transfer of ownership of Emerson to a third party (the "Emerson Transfer) and assuming such transfer took place on January 1, 2024.

Lyric, Eight at East and Emerson Transfer are collectively referred to as "Disposed Properties"

The pro forma consolidated statements of financial position gives effect to the transactions in note 5 as if they had occurred on June 30, 2025 and December 31, 2024. The pro forma consolidated statements of net (loss) income and comprehensive (loss) income for the six months ended June 30, 2025 and year ended December 31, 2024 give effect to the transactions in note 5 as if they had occurred on January 1, 2024.

The pro forma adjustments have been divided into 2 categories in the pro forma consolidated statement of financial position and pro forma consolidated statements of net (loss) income and comprehensive (loss) income as described below.

SURF LP pro forma adjustments
Other pro forma adjustments, which have been determined based on estimates and judgments from information available as the date of issuance of such financial statements. Accordingly, the pro forma consolidated financial statements are not necessarily indicative of the results that would have actually occurred had the transactions been consummated at the dates indicated nor are they necessarily indicative of future operating results or the financial position of SURF LP.

(c) Functional and presentation currency:

These pro forma consolidated financial statements are presented in U.S. dollars, which is the functional currency of SURF LP and its subsidiaries and all amounts have been rounded to the nearest thousand except when otherwise indicated.

E-8
7

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

that are measured at fair value are translated into U.S. dollars at the exchange rate at the date that the fair value was initially determined.

Foreign currency gains or losses arising from settlement of transactions or translations are included in the pro forma consolidated financial statements. Non-monetary assets and liabilities that are measured in terms of historical costs in a foreign currency (C$) are translated using the exchange rate at the date of the transaction.

3. Material accounting policies

(a) Basis of consolidation:

The pro forma consolidated financial statements comprise the financial statements of SURF LP and its subsidiaries. All intercompany transactions and account balances have been eliminated upon consolidation.

When SURF LP is exposed to or has rights to variable returns from its involvement with an investee and has the ability to affect those returns through its power over such investee, the investee is considered a subsidiary. The existence and effect of potential substantive voting rights that are currently exercisable or convertible are considered when assessing whether SURF LP controls another entity. Subsidiaries are fully consolidated from the date on which control is obtained by SURF LP and are de-consolidated from the date control ceases. The financial statements of subsidiaries are prepared for the same reporting period as SURF LP using consistent accounting policies.

(b) Critical judgments and estimates:

The preparation of pro forma consolidated financial statements in conformity with IFRS Accounting Standards requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates.

In making estimates and judgments, management relies on external information and observable conditions where possible, supplemented by internal analysis as required. Those estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that it believes will materially affect the methodology or assumptions utilized in making those estimates and judgments in these pro forma consolidated financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The significant estimates and judgments used in determining the recorded amount for assets and liabilities in the pro forma consolidated financial statements include the following:

(i) Accounting for acquisitions:

Management must assess whether the acquisition of a property should be accounted for as an asset purchase or business combination. This assessment impacts the accounting treatment of transaction costs, the allocation of the costs associated with the acquisition and whether or not goodwill is recognized. SURF LP's acquisitions are generally determined to be asset purchases as SURF LP does not acquire an integrated set of activities that together significantly contribute to the ability to create outputs as part of the acquisition transaction. For asset acquisitions, the total cost is allocated to the identifiable assets and liabilities on the basis of their relative fair values on the acquisition date.

(ii) Financial instruments:

Critical judgments and estimates are also made in the determination of fair value of financial instruments and include assumptions and estimates regarding future interest rates, the relative creditworthiness of SURF LP to its counterparties, the credit risk of SURF LP's counterparties relative to SURF LP, the estimated future cash flows and discount rates.

(iii) Investment properties:

E-9
8

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

market of each investment property. The stabilized future cash flows of each investment property are based upon rental income from current leases and assumptions about occupancy rates and market rent from future leases reflecting current conditions, less future cash outflows relating to such current and future leases. SURF LP typically determines fair value internally utilizing financial information, external market data and capitalization rates provided by independent industry experts through third-party appraisals for the Properties. In addition, SURF LP obtains valuations from third-party appraisers at least once annually for each Property.

(iv) Income taxes:

SURF LP applies judgment in determining the tax rates applicable to its subsidiaries and identifying the temporary differences in each such legal subsidiary in respect of which deferred income taxes are recognized. Deferred taxes relate to temporary differences arising from SURF LP's subsidiaries and are measured based on tax rates that are expected to apply in the year when the asset is realized, or the liability is settled.

Temporary differences are differences that are expected to reverse in the future and arise from differences between accounting and tax asset values.

SURF LP's estimate of deferred taxes is based on the assumption that SURF LP's liquidating event occurs either through a direct sale of the investment properties or through a disposition of its ownership interests in its U.S. subsidiaries.

Certain subsidiaries of SURF LP have net operating losses for U.S. tax purposes which may potentially be used to offset any income or gains generated by such subsidiaries of SURF LP. These amounts will be finalized at the time the final U.S. tax returns for the applicable entities are filed for the 2025 and 2024 fiscal years.

In addition, temporary differences exist between the inside basis and the accounting basis of SURF LP's Properties, for which deferred tax assets have not been booked for such amounts in the pro forma consolidated financial statements.

(v) Carried interest:

The Fund and SURF LP have entered into an agreement for extinguishing any entitlements to the carried interest which could have been payable by the Fund in future periods. As a result, the SURF LP would no longer have an ongoing obligation for payments of a carried interest.

SURF LP selected the fair value method to account for real estate classified as investment property. A property is determined to be an investment property when it is held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business. Investment properties include land and building structures, as well as residential suites situated on the properties. Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at fair value. Gains and losses arising from changes in the fair value of investment properties are included in the pro forma consolidated statement of (loss) income and comprehensive (loss) income in the period in which they arise.

Fair values are primarily determined by using the capitalized net operating income ("NOI") method which applies a capitalization rate to the future stabilized cash flows of the property. The capitalization rate applied is reflective of the characteristics, location and market of the property. The stabilized cash flows of the property are based upon rental income from current leases and assumptions about occupancy rates and market rent from future leases reflecting current conditions, less future cash outflows relating to such current and future leases. SURF LP determines fair value internally utilizing internal financial information, external market data and capitalization rates provided by industry experts and third-party appraisals. Gains and losses arising from changes in the fair value or disposal of investment properties are included in the pro forma consolidated statement of (loss) income and comprehensive (loss) income in the period in which they arise. Subsequent capital expenditures are added to the

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

carrying value of investment properties only when it is probable that future economic benefits will flow to the property and the cost can be measured reliably.

(d) Cash and restricted cash:

Cash includes unrestricted cash and balances held with banks. Restricted cash includes cash on hand which can only be used for specified purposes including resident security deposits, amounts held by lenders for insurance, property taxes, repairs and replacements as well as other cash held by third parties on behalf of SURF LP. SURF LP may also internally restrict cash, if necessary.

(e) Revenue recognition:

SURF LP has retained substantially all the risks and benefits of ownership of its investment properties and therefore accounts for its leases with residents as operating leases.

Operating expense recoveries are recognized in the period in which recoverable costs are chargeable to residents. Where a resident is legally responsible for operating expenses and pays them directly in accordance with the terms of the lease, SURF LP does not recognize the expenses or any related recovery revenue.

SURF LP uses the direct write-off method to recognize the inability of residents to meet the contractual obligations under their lease agreements. Under this method, any amounts receivable are written off directly against revenues as bad debt once SURF LP has determined such amounts to be uncollectible. As a result, SURF LP does not maintain an allowance for doubtful accounts for estimated losses.

(f) Finance costs:

(g) Financial instruments:

Financial assets are classified and measured based on one of the following three categories:

(i) Fair value through profit and loss ("FVTPL");
(ii) Fair value through other comprehensive income ("FVTOCI"); and
(iii) Amortized cost

Financial liabilities are classified and measured based on one of the following two categories:

(i) FVTPL; and
(ii) Amortized cost

E-10
9

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

The classification of financial assets at initial recognition depends on the financial assets' contractual cash flow characteristics and SURF LP's business model for managing them.

Financial assets are not reclassified subsequent to their initial recognition unless SURF LP changes its business model for managing them, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:

For all financial assets, SURF LP makes an assessment of the objective of the business model in which a financial asset is held in order to determine the appropriate classification.

In assessing whether the contractual cash flows are solely payments of principals and interests, SURF LP considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.

In making this assessment, SURF LP considers:

(i) Contingent events that would change the amount or timing of cash flows;
(ii) Terms that may adjust the contractual coupon rate, including variable-rate features; prepayment and extension features; and
(iii) Terms that limit SURF LP's claim to cash flows from specified assets (e.g. non-recourse features).

SURF LP has made the following classifications and measurement determinations for its financial assets and liabilities:

Financial assets:	Classification/Measurement
Utility deposits	Amortized cost
Resident and other receivables	Amortized cost
Restricted cash	Amortized cost
Cash	Amortized cost
Financial liabilities:
Loans payable	Amortized cost
Preferred shares - U.S. REIT series A	Amortized cost
Resident rental deposits	Amortized cost
Finance costs payable	Amortized cost
Accounts payable and accrued liabilities	Amortized cost

E-11

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

SURF LP recognizes an allowance for expected credit losses ("ECL") for financial assets measured at amortized cost at each reporting date. The ECL model requires considerable judgment, including consideration of how changes in economic factors affect ECLs, which are determined on a probability weighted basis. Impairment losses, if incurred, would be recorded as expenses in the pro forma consolidated statement of (loss) income and comprehensive (loss) income with the carrying amount of the financial asset or group of financial assets reduced through the use of impairment allowance accounts.

Financial liabilities are discharged when the contractual obligations are discharged, canceled or expired.

(h) Income taxes:

Canadian status

SURF LP is not subject to tax under Part I of the Income Tax Act (Canada) (the "Tax Act"). Each Partner is required to include in computing the Partner's income for a particular taxation year the Partner's share of the income or loss of SURF LP allocated to the Partner for its year ended in or on the Partner's taxation year-end, whether or not any of that income or loss is distributed to the Partner in the taxation year.

SURF LP believes that it does not hold any "non-portfolio property" and is not a SIFT partnership and therefore not subject to the SIFT Measures. Accordingly, no provision has been made for tax under the SIFT Measures. SURF LP intends to continue to operate SURF LP in such a manner so as to remain exempt from the SIFT Measures on a continuous basis in the future. However, SURF LP's continued exemption will depend upon meeting, through actual operating results, various conditions imposed by the SIFT Measures. If SURF LP becomes a SIFT partnership, it will be generally subject to income taxes at regular Canadian corporate rates on its taxable non-portfolio earnings, if any

E-12
11

E-13
12

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

U.S. status

Current taxes

SURF LP is treated as a partnership for Canadian tax purposes but has elected to be treated as a corporation for U.S. federal income tax purposes. As such, SURF LP would generally be subject to U.S. tax in respect of its allocable share of:

(i) Capital gain distributions made by the U.S. REIT,

(ii) Gain upon a sale of the shares of the U.S. REIT, and

(iii) Distributions made by the U.S. REIT in excess of both its (a) current and/or accumulated earnings and profits (as determined under U.S. tax principles) and (b) the adjusted tax basis in the U.S. REIT shares held by the respective Holding LP.

The Holding LP will be required to remit U.S. withholding tax with respect to SURF LP's allocable share of the above specified gains and/or distributions from the Holding LP' and/or the U.S. REIT. SURF LP may claim such U.S. withholding tax withheld as a credit against SURF LP's final U.S. federal income tax liability with respect to its allocable share of the above specified gains and/or distributions from the Holding LP and/or the U.S. REIT.

U.S. taxes paid or considered to have been paid by SURF LP will be allocated pursuant to its LPA provided SURF LP makes appropriate designations, and SURF LP's allocated share will be deemed to have been paid pro rata by Partners in accordance with SURF LP's LPA.

The availability of a foreign tax credit or foreign tax deduction in respect of foreign source income allocated to Partners by SURF LP will be subject to the detailed rules contained in the Tax Act and each Partner's particular circumstances. Although the foreign tax credit provisions of the Tax Act are designed to avoid double taxation, the maximum credit is limited. Because of this, and because of timing differences in recognition of expenses and income and other factors, double taxation may arise.

Deferred taxes

As at June 30, 2025, SURF LP did not accrue a deferred tax liability based on a blended state and federal tax rate. The deferred tax liability relates to the difference between the fair value of the investment properties and their tax basis as of June 30, 2025.

(i) Levies:

Levies are outflows from the investment properties imposed by a government in accordance with legislation. SURF LP has assessed property taxes as being in the scope of International Financial Reporting Interpretations Committee Interpretation 21, Levies ("IFRIC 21"), given that property taxes are non-reciprocal charges imposed by a government, in accordance with the legislation, and based on property value. IFRIC 21 confirms that an entity shall recognize an asset if it has a prepaid levy but does not yet have a present obligation to pay that levy. SURF LP has determined that the liability to pay property taxes is an obligating event to pay a levy at a point in time and therefore recognizes the liability and the expense at the time the obligation is crystallized, which is at the beginning of the fiscal year in most cases.

(j) Provisions:

A provision is a liability of uncertain timing or amount. Provisions are recognized when SURF LP has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are measured at the present value for the expenditures expected to settle the obligation using a discount rate that reflects current market assessment considering the time value of money and the risks specific to the obligation. Provisions are remeasured at each statement of financial position date using the current discount rate. The increase in the provision due to the passage of time is recognized as a finance cost.

E-14
13

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

4. Adoption of accounting standards

(a) Accounting standards implemented:

(i) Amendment to IAS 1:

SURF LP adopted this amendment on January 1, 2024. The amendment clarifies that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Classification is unaffected by expectations of the entity or events after the reporting date. The amendment also clarifies the situations that are considered a settlement of a liability. The amendment is effective for annual periods beginning on or after January 1, 2024, with early application permitted.

(b) Future accounting policy changes:

(i) IFRS 18 Presentation and Disclosure in Financial Statements:

The new standard, IFRS 18, replaces IAS 1 Presentation of Financial Statements while carrying forward many of the requirements in IAS 1. IFRS 18 includes requirements for all entities applying IFRS for the presentation and disclosure of information in financial statements. It introduces three sets of new requirements to improve companies' reporting of financial performance and give investors a better basis for analyzing and comparing companies. The standard is effective for annual periods beginning on or after January 1, 2027, with restatement of the comparative period being required and early application permitted. SURF LP is currently evaluating the impact of this amendment on future periods and does not anticipate a material impact to SURF LP as a result of IFRS 18.

(ii) IFRS 19 Subsidiaries without Public Accountability: Disclosures:

The new standard, IFRS 19, enables subsidiaries to keep only one set of accounting records to meet the needs of both their parent company and the users of their financial statements and reduces disclosure requirements. The standard is effective for annual periods beginning on or after January 1, 2027, with early application permitted. SURF LP is currently evaluating the impact of this amendment on future periods and does not anticipate a material impact to SURF LP as a result of IFRS 19.

(iii) Amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures:

The amendments will address diversity in accounting practice by making the requirements more understandable and consistent. These amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. SURF LP is currently evaluating the impact of these amendments on future periods.

5. Pro forma adjustments:

The pro forma adjustments to the pro forma consolidated financial statements have been prepared to exclude results of Disposed Properties as at June 30, 2025 and for the six months ended June 30, 2025 and the year ended December 31, 2024 and other pro forma adjustments as described below:

(a) Lyric and Eight at East:

On April 29, 2025 and August 12, 2025, SURF LP completed the disposition of Lyric and Eight at East, respectively. The disposition of net assets and income and expenses of Lyric and Eight at East is presented in the following tables:

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

	June 30, 2025	December 31, 2024
Number of multi-family properties(1)	1	2
Investment properties(2)	$ 64,700	$ 177,500
Add:
Utility deposits	15	21
Resident and other receivables	109	226
Prepaid expenses and other assets	142	5
Restricted cash	1,896	2,113
Cash	630	323
	67,492	180,188
Deduct:
Loans payable(3)	(64,224)	(153,748)
Resident rental deposits	(112)	(353)
Finance costs payable	(564)	(514)
Accounts payable and accrued liabilities	(696)	(430)
Net assets disposed	$ 1,896	$ 25,143

(1) Number of multi-family properties disposed represent Eight at East as at June 30, 2025 only as Lyric was disposed of on April 29, 2025.
(2) As at December 31, 2024, investment properties represent the fair values of Lyric and Eight at East amounting to $110,000 and $67,500, respectively.
(3) As at December 31, 2024, loans payable represent the principal mortgage balances net of deferred financing costs of Lyric and Eight at East amounting to $89,663 and $64,085, respectively.

	Six months ended June 30, 2025	Year ended December 31, 2024
Number of multi-family properties	2	2
Revenue from property operations	$ 5,609	$ 13,852
Expenses:
Property operating costs	(1,442)	(3,647)
Property taxes	(567)	(1,216)
Income from rental operations	3,600	8,989
Partnership expenses	(1,095)	(779)
Finance costs	(3,983)	(11,003)
Fair value adjustment of investment properties	(9,390)	(15,813)
Net loss and comprehensive loss	$ (10,868)	$ (18,606)
Net loss and comprehensive loss attributable to:
Partners	(10,868)	(18,606)
Net loss and comprehensive loss	$ (10,868)	$ (18,606)

E-15
14

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

(b) Emerson Transfer:

On October 21, 2025, SURF LP completed the transfer of ownership of Emerson to a third party. The net assets and income and expenses related to Emerson Transfer are presented in the following tables:

	June 30, 2025	December 31, 2024
Investment property	$ 56,500	$ 60,300
Add:
Prepaid expenses and other assets	80	5
Restricted cash	976	1,917
Cash	1,002	281
	58,558	62,503
Deduct:
Loans payable	(56,680)	(56,672)
Resident rental deposits	(78)	(78)
Finance costs payable	(1,229)	(196)
Accounts payable and accrued liabilities	(769)	(1,339)
Net assets disposed	$ (198)	$ 4,218
	Six months ended June 30, 2025	Year ended December 31, 2024
Revenue from property operations	$ 2,511	$ 5,287
Expenses:
Property operating costs	(801)	(1,578)
Property taxes	(551)	(1,086)
Income from rental operations	1,159	2,623
Partnership expenses	(138)	(275)
Finance costs	(2,028)	(4,573)
Fair value adjustment of investment properties	(4,120)	(7,955)
Loss before income taxes	(5,127)	(10,180)
Income tax expense:
Current	(14)	(28)
Net loss and comprehensive loss	$ (5,141)	$ (10,208)
Net loss and comprehensive loss attributable to:
Partners	(5,141)	(10,208)
Net loss and comprehensive loss	$ (5,141)	$ (10,208)

Subsequent to June 30, as a result of the Emerson Transfer, SURF LP would no longer own any interest in the net assets of the Emerson property.

Partnership expenses have been adjusted to reflect the estimated amount of partnership expenses to be incurred by SURF LP amounting to $122 for the six months ended June 30, 2025 and $214 for the year ended December 31, 2024. General and administrative costs within partnership expenses include legal fees, audit fees, tax fees, board trustee fees, directors and office insurance, travel costs, and other miscellaneous costs. These amounts reflect the best estimate for annual general and administrative expenses for SURF LP.

E-16
15

E-17
16

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

(d) Establishment of SURF LP:

SURF LP is a limited partnership, established pursuant to an amended and restated LPA. As a result of the Unit Exchange, as at June 30, 2025, the existing units of the Fund and the existing Class B LP Units will be exchanged to Class A LP Units.

6. Transactions with related parties

Pursuant to the management agreement (the "Management Agreement"), the Manager will be providing certain management services related SURF LP's properties as outlined below:

(a) Pursuant to the Management Agreement, the Manager is to perform asset management services for fees equal to 0.35% of the sum of: the historical purchase price of the properties acquired in U.S. dollars and the cost of any capital expenditures in respect of SURF LP's properties since the date of acquisition by SURF LP.

(b) Pursuant to the Management Agreement, the Manager is entitled to receive an acquisition fee in respect of properties acquired, directly or indirectly, by SURF LP as a result of such properties having been presented to SURF LP by the Manager calculated as 1.0% of the purchase price of a property.

(c) Pursuant to the Management Agreement, in the event that the Manager is required by the lenders of SURF LP to provide a financing guarantee in connection with the amount borrowed by SURF LP or its wholly owned subsidiaries to indirectly acquire an interest in the investment properties, SURF LP and the U.S. REIT will, in consideration for providing such guarantee, in aggregate, pay the Manager a guarantee fee represented by an annual amount equal to 0.15% of the then-outstanding amount of such guaranteed funds. This fee is calculated and payable in arrears on the first day of each month.

For the purposes of the pro forma adjustments, no asset management fees, acquisition fees or guarantee fees have been included in relation to the properties as SURF LP does not expect to incur any additional fees in relation to SURF LP's Properties for the six months ended June 30, 2025 and the year ended December 31, 2024.

7. Risk management

SURF LP's activities expose it to credit risk, market risk, liquidity risk and other risks. These risks and the actions taken to manage them are as follows:

(a) Credit risk:

SURF LP monitors its collection experience on at least a weekly basis and ensures that a stringent policy is adopted to provide for all past due amounts. Subsequent recoveries of amounts previously written-off are credited in the pro forma consolidated statement of (loss) income and comprehensive (loss) income.

SURF LP continues to actively monitor the impact of interest rates and inflation may have on credit risks applicable to SURF LP.

(b) Market risk:

Market risk is the risk that the fair value or future cash flows of financial assets or liabilities will fluctuate due to movements in market prices. The investment properties are subject to the risks associated with debt financing, including the risk that certain loans may not be refinanced on terms as favourable as those of the existing indebtedness, in the event that such refinancings occur in future periods. As at June 30, 2025, SURF LP's investment properties have been reported at fair value which reflects SURF LP's best estimate of future cash flows and capitalization rates applicable to the investment properties.

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17

STARLIGHT U.S. RESIDENTIAL (MULTI-FAMILY) INVESTMENT LP

Notes to the Pro Forma Consolidated Financial Statements

For the six months ended June 30, 2025 and the year ended December 31, 2024

(In thousands of U.S. dollars, unless otherwise noted)

(Unaudited)

The fair values are based on capitalization rates that are provided by third-party appraisals. Although the valuations utilize the best available information to determine the capitalization rates used for purposes of the valuations of SURF LP's investment properties as at June 30, 2025, the period leading up to June 30, 2025 experienced limited comparable sales for the appraisers to rely on as a result of broader market conditions, including certain owners of multi-family properties delaying sales as a result of market uncertainty and concerns relating to rising interest rates. The Manager will continue to evaluate comparable sales transactions as additional comparable sales data occurs under current market conditions.

Liquidity risk is the risk that SURF LP may encounter difficulties in accessing capital and refinancing its financial obligations as they come due. To mitigate the risk associated with the refinancing of maturing debt, SURF LP staggered the maturity dates of its loan portfolio and has options to extend certain loans subject to certain conditions as outlined in each applicable loan agreement. All of SURF LP's current liabilities have contractual maturities of less than 12 months and are subject to normal trade terms.

SURF LP manages all the risks above to ensure it will be able to continue as a going concern.

8. Fair value measurement of financial instruments

SURF LP uses various methods in estimating the fair values recognized in the pro forma consolidated financial statements. The fair value hierarchy reflects the significance of inputs used in determining the fair values:

Level 1 - quoted prices in active markets;
Level 2 - inputs other than quoted prices in active markets or valuation techniques where significant inputs are based on observable market data; and
Level 3 - valuation technique for which significant inputs are not based on observable market data.

The following summarizes the significant methods and assumptions used in estimating fair values of SURF LP's financial instruments:

The fair value of SURF LP's financial assets, which include utility deposits, resident and other receivables, restricted cash and cash, as well as financial liabilities, which include resident rental deposits, accounts payable and accrued liabilities and finance cost payable, approximate their carrying amounts due to their short-term nature (Level 1); and
The fair value of loans payable is estimated based on the current market rates for debt with similar terms and conditions (Level 2). The fair value of SURF LP's loans payable as at June 30, 2025 approximated their carrying value.

APPENDIX "F"
REORGANIZATION RESOLUTION

BE IT RESOLVED THAT:

The transactions set out in the reorganization agreement (“Reorganization Agreement”) dated October 10, 2025 among Starlight U.S. Residential Fund, (the “Fund”) and Starlight Group Property Holdings Inc. (“Starlight Group”), all as more particularly described and set forth in the management information circular of the Fund dated November 6, 2025, as may be modified, amended or supplemented, is hereby authorized, approved and adopted.
The Reorganization Agreement, and all transactions contemplated therein (including completion of the Reorganization Steps, as defined in the Reorganization Agreement), the actions of the board of trustees of the Fund in approving the Reorganization (as defined in the Reorganization Agreement) and the actions of the trustees and officers of the Fund in executing and delivering the Reorganization Agreement and any amendments thereto are hereby confirmed, ratified and approved and the causing of the performance by the Fund and its subsidiaries and equity investees of their respective obligations thereunder is hereby confirmed, ratified and approved.
The Fund is hereby authorized to enter into an amended and restated Investment MF LP Agreement substantially in the form of the A&R Investment MF LP Agreement and make such amendments to any other Constating Documents (each as defined in the Reorganization Agreement), which in the sole opinion of the Fund, are necessary or desirable to give effect to the Reorganization and the Reorganization Steps.
The Fund is hereby authorized to make the following amendments to the Declaration of Trust (as defined in the Reorganization Agreement):

a. to create a new class of “Class X units”; and

b. to provide for a special liquidation (the “Special Liquidation”), whereby the Fund shall be wound-up in accordance with the special liquidation provisions of the Declaration of Trust as amended as contemplated hereby, and on such winding up: (i) the Fund shall distribute the Investment SF GP Shares and Investment SF LP Units (each as defined in the Reorganization Agreement) held by the Fund to Starlight Group as the holder of the Class X Units, (ii) the Fund shall distribute to the holders of Canadian Dollar Units Investment MF LP Class A Units (each as defined in the Reorganization Agreement), and (iii) the Fund shall distribute to the holders of U.S. Dollar Units either (x) in the event the USD Unitholders Resolution is approved, Investment MF LP Class A Units, or (y) in the event the USD Unitholders Resolution is not approved, Investment MF LP Class U Units (each as defined in the Reorganization Agreement), and upon completion of (i), (ii) and (iii), the Fund shall be terminated.

The Fund is hereby authorized to take all actions necessary to effect the sale of the LLC Interests (as defined in the Reorganization Agreement) and any trustees, directors or officers of each of the subsidiaries or equity investees of the Fund (or the directors or officers of the general partners of such entities, as applicable) are hereby authorized and

F-1

empowered to execute any and all documents as shall be required to affect such disposition.

The Fund is hereby authorized to take all actions necessary to affect the subscription for 1 Class X Unit by Starlight Group (each as defined in the Reorganization Agreement) and any trustees, directors or officers of each of the subsidiaries of the Fund (or the directors or officers of the general partners of such entities, as applicable) are hereby authorized and empowered to execute any and all documents as shall be required to affect such subscription.
The Fund is hereby authorized to take all actions necessary to effect the sale of the SURF GP Shares (as defined in the Reorganization Agreement) and any trustees, directors or officers of each of the subsidiaries of the Fund (or the directors or officers of the general partners of such entities, as applicable) are hereby authorized and empowered to execute any and all documents as shall be required to affect such disposition.
The Special Liquidation is hereby authorized and approved, and the Fund is hereby authorized to take all actions necessary to effect the Special Liquidation, and any trustees, directors or officers of each of the subsidiaries of the Fund (or the directors or officers of the general partners of such entities, as applicable) are hereby authorized and empowered to execute any and all documents as shall be required to affect such Special Liquidation.
Notwithstanding that this resolution has been duly passed by the unitholders of the Fund, the board of trustees of the Fund is hereby authorized and empowered without further notice to or approval of the unitholders of the Fund to (i) amend the Reorganization Agreement to the extent permitted therein in any manner in order to effect the Reorganization contemplated by the Reorganization Agreement, and (ii) decide not to proceed with the Reorganization or revoke this resolution at any time prior to the completion of the Reorganization.
Any one trustee or officer of the Fund (other than Daniel Drimmer) is hereby authorized and directed for and on behalf of the Fund to execute, under the seal of the Fund or otherwise, and to deliver all documents and do all such other acts or things as such person determines to be necessary or desirable to give effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.

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APPENDIX "G"
USD UNITHOLDERS RESOLUTION

BE IT RESOLVED THAT:

Provided the Reorganization Resolution, the full text of which is set forth in Appendix "F" to the management information circular of Starlight U.S. Residential Fund (the "Fund") dated November 6, 2025, as may be modified, amended or supplemented (the "Information Circular"), is passed, with or without variation, by the holders of the Units (as defined in the Information Circular) voting together as a single class at the Meeting (as defined in the Information Circular):

a. the Fund is hereby authorized to take all actions necessary to deliver to the holders of Class E Units, Class G Units and Class U Units (collectively, the "U.S. Dollar Units") Canadian-dollar denominated units (the "CAD Investment MF LP Units") of Starlight U.S. Residential (Multi-Family) Investment LP ("Investment MF LP") upon the winding up of the Fund conditional upon and pursuant to the Reorganization Resolution and any trustees, directors or officers of each of the subsidiaries or equity investees of the Fund (or the directors or officers of the general partners of such entities, as applicable) are hereby authorized and empowered to execute any and all documents as shall be required to affect such delivery; and

b. it is hereby acknowledged that if this resolution is not approved by a simple majority of the votes attached to the U.S. Dollar Units held by holders of U.S. Dollar Units present virtually or represented by proxy at the Meeting, voting as a single class, that the Fund shall take all actions necessary to deliver to the holders of the U.S. Dollar Units U.S.-dollar denominated units of Investment MF LP having identical terms and rights as the CAD Investment MF LP Units in all material respects, but for the currency of such U.S.-dollar denominated units, upon the winding up of the Fund conditional upon and pursuant to the Reorganization Resolution and any trustees, directors or officers of each of the subsidiaries or equity investees of the Fund (or the directors or officers of the general partners of such entities, as applicable) shall execute any and all documents as shall be required to affect such delivery.

Any one trustee or officer of the Fund is hereby authorized and directed for and on behalf of the Fund to execute, under the seal of the Fund or otherwise, and to deliver all documents and do all such other acts or things as such person determines to be necessary or desirable to give effect to this resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.

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APPENDIX "H"

FAIRNESS OPINION

See attached.

EVANS & EVANS, INC.

SUITE 130, 3RD FLOOR, BENTALL II, 555 BURRARD STREET

VANCOUVER, BRITISH COLUMBIA

CANADA V7X 1M8

19TH FLOOR, 700 2ND STREET SW

CALGARY, ALBERTA

CANADA T2P 2W2

357 BAY STREET

TORONTO, ONTARIO

CANADA M5H 4A6

October 10, 2025

STARLIGHT U.S. RESIDENTIAL FUND
3280 Bloor St. West, Centre Tower, Suite 1400
Toronto, Ontario
M8X 2X3

Attention: Special Committee of the Board of Trustees

Dear Sirs:

Subject: Fairness Opinion

1.0 Introduction

1.01 Evans & Evans, Inc. (“Evans & Evans” or the “authors of the Opinion”) understands that Starlight U.S. Residential Fund (“SURF” or the “Fund”) is contemplating a reorganization which will involve, among other things: (a) a spin-out of the Emerson property indirectly held by SURF (“Sale Property”) to an entity which is not at arms’ length to the Fund (the “Spin Purchaser”) and (b) SURF will be dissolved, and unitholders of SURF will exchange their units in the Fund for limited partnership units of Starlight U.S. Residential (Multi-Family) Investment LP (“SURF LP”) and unitholders will indirectly hold the remaining three properties indirectly held by SURF (“Retained Properties” and together with the Sale Property, the “Assets”) through their limited partnership interest in SURF LP (collectively the “Potential Transaction”). Post-Potential Transaction SURF LP will indirectly hold the Retained Properties.

We understand SURF is a residential fund that currently indirectly owns and controls four multi-family properties (i.e., the Assets) in the United States (“U.S.”).

1.02 The independent trustees of the Fund (the “Committee”) retained Evans & Evans to prepare and deliver a fairness opinion with respect to the Potential Transaction (the “Opinion”). The Opinion is intended to provide the Committee with an independent opinion as to the fairness of the Potential Transaction, from a financial point of view, to the SURF unitholders (the “SURF Unitholders”) (other than interested SURF Unitholders).

The Opinion is structured in such a manner that the body of the Opinion provides:

1) An overview of the structures of the SURF and SURF LP (together the “Funds”);
2) A description of the property holdings of SURF;
3) An overview of the Potential Transaction;
4) A description of the overall multi-family real estate and residential fund market; and,
5) The valuation methodology employed in developing the exchange ratio (“ER”) methodology.

Tel: (604) 408-2222 | www.evansevans.com

STARLIGHT U.S. RESIDENTIAL FUND
October 10, 2025
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1.03 Unless otherwise noted, all currency amounts referenced herein are United States dollars ("$"). Where appropriate an exchange rate of U.S. dollars to Canadian dollars of $1.00:CA$1.39 as of September 30, 2025 and an exchange rate of U.S. dollars to Canadian dollars of $1.00:CA$1.25 as of the date of issuance of the U.S. Dollar Units (as defined below in Section 2.02) on November 15, 2021 are used.

2.0 Background and Overview of the Funds

2.01 SURF is a "closed-end" trust formed under and governed by the laws of the Province of Ontario, pursuant to an amended and restated declaration of trust dated as of October 28, 2021 ("Declaration of Trust"). SURF is managed by Starlight Investments US AM Group LP and its affiliates (the "Managers") and was established for the primary purpose of directly or indirectly acquiring, owning, and operating a portfolio primarily comprising income-producing residential multi-family real estate properties that demonstrate value based on pricing and local supply-and-demand trends. The Fund's objective is to achieve its target performance metrics through active asset management, high-return value-add capital expenditures, and strategic acquisitions of properties capable of material rental rate growth. The Fund's geographic focus is the U.S., with particular emphasis on suburban markets exhibiting favourable demographic and economic fundamentals.

The Fund has nine classes of units issued and outstanding, and as stated in Section 2.02, two of the classes are publicly traded. The listed units of SURF are listed on the TSX Venture Exchange ("TSXV") under the symbols SURF.A and SURF.U.

2.02 On November 15, 2021, the Fund completed its initial public offering ("IPO"), together with a concurrent private placement of Class I Units, for aggregate gross proceeds of approximately $249,568,000. The offering comprised the issuance of 3,422,689 Class A Units; 3,430,000 Class C Units (inclusive of 750,000 Class B Units of Starlight U.S. Residential (Multi-Family) Investment L.P. and Starlight U.S. Residential (Single-Family) Investment L.P. (together, the "Class B LP Units"), assumed to be converted into Class C Units for this purpose); 10,923,370 Class D Units; 6,561,866 Class F Units; and 3,500,000 Class I Units, each issued at a price of C$10.00 per Unit. In addition, 699,990 Class E Units, 801,485 Class G Units, and 1,188,200 Class U Units (collectively, the "U.S. Dollar Units") were issued at a price of US$10.00 per Unit.

The Class A, C, D, F, I, and Class B LP Units are denominated in Canadian dollars, while the U.S. Dollar Units are denominated in U.S. dollars. Conversions between certain classes of Units may be effected in accordance with the Declaration of Trust, based on the prescribed conversion ratios (the "Conversion Ratios"). As at June 30, 2025, the weighted average number of Class A Units outstanding was 31,818,386, assuming conversion of all outstanding Units to Class A Units in accordance with the applicable Conversion Ratios.

EVANS & EVANS, INC.

STARLIGHT U.S. RESIDENTIAL FUND
October 10, 2025
Page 3

	Unit	Economic Ownership %	NAV	NAV/unit	Exchange Ratio	Fx Ratio	Adjusted NAV/unit
Class A	3,782,537	11.89%	1,555,056	0.4111	1.0000	1.0000	0.4111
Class C	2,675,750	8.88%	1,160,993	0.4339	1.0554	1.0000	0.4111
Class B LP	750,000	2.49%	325,421	0.4339	1.0554	1.0000	0.4111
Class D	11,836,197	37.20%	4,866,033	0.4111	1.0000	1.0000	0.4111
Class F	5,331,094	17.29%	2,261,079	0.4241	1.0317	1.0000	0.4111
Class I	3,500,000	11.61%	1,518,630	0.4339	1.0554	1.0000	0.4111
Class E	669,700	2.71%	355,101	0.5302	1.0317	1.2502	0.4111
Class G	1,426,785	5.61%	733,321	0.5140	1.0000	1.2502	0.4111
Class U	594,133	2.33%	305,365	0.5140	1.0000	1.2502	0.4111
	30,566,196		13,081,000

The initial term of SURF is three years and was intended to be up to five years to November 15, 2026, subject to extensions at the discretion of the Board of Trustees of SURF (the "Board"), and special resolution of the unitholders.

The Fund has a December 31 fiscal year ("FY") end.

2.03 SURF's strategy emphasizes achieving rental rate growth through targeted, value-add capital expenditures to rental suites, clubhouses, and amenities in selected U.S. markets demonstrating favourable demographic and economic trends. The strategy also incorporates active asset management, using experienced U.S.-based property managers to optimize net operating income by maintaining rental rate discipline, enhancing ancillary revenues, and implementing strict operational controls to manage costs.

The primary objective of SURF is to enhance asset value through active management prior to disposition. The Fund targets a minimum pre-tax investor internal rate of return of 11% upon property disposition. Distributions are made in Canadian dollars and are fully hedged.

As of the date of the Opinion, SURF indirectly owns an interest in four properties: a) Bainbridge Sunlake ("Sunlake"), consisting of 268 multi-family suites in Tampa, Florida; b) Indigo Apartments ("Indigo"), consisting of 489 multi-family suites in Raleigh, North Carolina, c) Emerson at Buda ("Emerson"), consisting of 304 suites in Austin, Texas; and d) The Ventura ("Ventura"), comprising 272 suites in Phoenix, Arizona, (collectively, the "SURF Portfolio").

The SURF Portfolio is summarized in the table below.

Property	Primary Market	Gross Living Area (Sq Ft)	Suites	Date Acquired
Bainbridge Sunlake	Tampa, Florida	271,646	268	11/15/2021
Indigo Apartments	Raleigh, North Carolinac	400,075	489	11/15/2021
Emerson at Buda	Austin, Texas	259,609	304	12/21/2021

EVANS & EVANS, INC.

STARLIGHT U.S. RESIDENTIAL FUND
October 10, 2025
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Property	Primary Market	Gross Living Area (Sq Ft)	Suites	Date Acquired
The Ventura	Phoenix, Arizona	262,920	272	5/25/2022

According to the Appraisals (as defined herein), for FY 2024, rental revenues of the overall SURF Portfolio decreased by approximately 3.88% to $24.4 million, while stabilized net income from operations decreased by 4.13%. Among the SURF Portfolio, Emerson reported the lowest stabilized net operating income margin (60% of revenue) compared to the overall SURF Portfolio margin of 72% for the eight-month period ended August 30, 2025. For the SURF Unitholders, the net income attributable to unitholders is determined based on the combined effects of property-level net operating income, general and administrative expenses, interest expense, and unrealized gains and losses resulting from changes in the fair value (“FV”) of its investment properties.

SURF is authorized to issue an unlimited number of units in classes A, C, D, E, F, G, I, and U. The Class B LP units¹ are exchangeable into, and economically equivalent to, class C units where such units have been included as part of the net liabilities attributable to unitholders in SURF’s consolidated financial statements. In the event of a liquidation, dissolution or wind-up of the Fund, or any of its investment limited partnerships (each, an “Investment LP,” and collectively, the “Investment LPs”) in an insolvency scenario, the Class B LP units will automatically exchange into class C units. The table in Section 2.02 outlines the classes issued and outstanding and the adjusted net asset value (“NAV”)² per unit for SURF as of September 30, 2025.

SURF’s total indebtedness includes loans payable of $308,971,000, in addition to its other liabilities except deferred financing costs which were $12,867,000 as of September 30, 2025. SURF’s leverage ratio was 96.5% as of September 30, 2025.

¹ The Class B limited partnership units of the Starlight U.S. Residential (Single-Family) Investment LP (“Spin LP” or “Investment SF LP”).
² Refer to section 10.0 of the Opinion for a discussion of adjusted NAV as reported by the Fund.

EVANS & EVANS, INC.
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STARLIGHT U.S. RESIDENTIAL FUND
October 10, 2025
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According to the Appraisals (as defined in Section 7.0), the FV of the SURF Portfolio decreased by 7.4% from 2023 to 2024, the decrease was mainly driven by the decrease in stabilized net operating income and increase in present value of capital expenditures. The FV further decreased by 4.7% from 2024 to 2025. The average capitalization rate (“cap rate”) used to calculate the FV increased from 4.9% in 2023 to 5.1% in 2025. The table below shows the appraised value of the SURF Portfolio from 2023 to 2025.

	Property	FV as of December 31, 2023	FV as of December 31, 2024	% change	FV as of September 1, 2025	% change
		A	B	B/A-1	C	C/B-1
SURF	Sunlake	$80,800,000	$74,100,000	-8.3%	$71,300,000	-3.8%
	Emerson	$67,700,000	$60,300,000	-10.9%	$55,500,000	-8.0%
	Indigo	$119,000,000	$111,000,000	-6.7%	$109,000,000	-1.8%
	Ventura	$96,500,000	$91,500,000	-5.2%	$85,400,000	-6.7%
Analysis - 4 properties
Total		$364,000,000	$336,900,000	-7.4%	$321,200,000	-4.7%

2.04 The partners of Starlight Investment Residential Partnership (“SIRP”) (currently Starlight Group³ and the President of SURF), through SIRP’s indirect interests in Starlight U.S. Residential (Multi-Family) Holding L.P. and Starlight U.S. Residential (Single-Family) Holding L.P. (the “Holding LPs”), are entitled to a carried interest equal to 25% of the excess of: (i) aggregate distributions that would have been made on all units of SURF (assuming exchange of all Class B LP Units for Class C Units) if all distributable cash of the Holding LPs and other investees were distributed to unitholders, over (ii) the aggregate minimum return, as defined in the SURF’s final prospectus dated October 28, 2021. Such excess is calculated in U.S. dollars, with Canadian dollar units converted at the exchange rate on the distribution date.

2.05 SURF LP is a limited partnership that was established on September 24, 2021 by Starlight Group and Starlight U.S. Residential (Multi-Family) Investment GP, Inc. (“Investment MF GP”) pursuant to the laws of the Province of Ontario and pursuant to the Investment MF LP Agreement. The Investment MF LP Agreement is dated September 24, 2021, as amended and restated as of November 15, 2021, as it may be further amended or amended and restated from time to time.

Property operation related expenses are included in SURF LP, including fund and trust expenses, interest and standby charges on credit facility, amortization of deferred financing costs, and distributions on preferred shares.

3.0 Overview of the Potential Transaction

3.01 If approved, the Potential Transaction will result in the reorganization of the Fund’s existing structure. The Potential Transaction is intended to be effected pursuant to a

³ Starlight Group Property Holdings Inc.

EVANS & EVANS, INC.
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STARLIGHT U.S. RESIDENTIAL FUND
October 10, 2025
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reorganization agreement (the “Reorganization Agreement”) between the Fund and Starlight Group.

Pursuant to the Reorganization Agreement, among other steps, (i) Unitholders will receive limited partnership units of SURF LP, whose limited partnership agreement will be amended and restated to reflect the terms of the existing declaration of trust of the Fund to the extent possible, subject to necessary modification and certain other differences described in the Agreement, (ii) provided the foreclosure of the Fund’s Emerson property has not been completed, Buda Mezz LLC, the indirect owner of Emerson, will be distributed to Starlight Group, subject to the consent and other rights of the lender, (iii) the “carried interest” entitlements of Starlight Group and the President of the Fund in the Fund structure will be cancelled, (iv) the legacy entities from the Fund’s former single-family residential holding structure which currently do not own any assets and do not generate any revenue will be distributed to Starlight Group, and (v) the Fund will be dissolved and terminated. In addition, the term of SURF LP will expire in November 2029, being three years from the current expiry of the Fund in November 2026.

Emerson is currently valued by the Fund at less than the associated loans. As disclosed previously, Emerson was unable to satisfy the loan extension conditions in respect of its outstanding loans and, accordingly, is in default in respect of the obligation to repay the associated loans at maturity. As noted above, foreclosure proceedings have been commenced in respect of Emerson.

All SURF Unitholders will receive either Class A limited partnership units of SURF LP denominated in Canadian-dollars or, if the USD Class Vote⁴ fails to achieve the requisite majority, holders of trust U.S. Dollar Units will receive Class U limited partnership units of SURF LP denominated in U.S. dollars. Unitholders will receive Class A or Class U limited partnership units based on the existing entitlements and exchange ratios applicable to each Unitholder’s current class of units. The following tables show the number of units in SURF that a holder of a unit in an entity in the Starlight Group will be entitled to receive upon redemption of a unit in such entity (each such number of units in SURF LP). The reader is advised to refer to Exhibit 1.0 of this Opinion for additional detail as to the NAV calculation related to the ER Methodology.⁵

EVANS & EVANS, INC.
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⁴ Holders of U.S. Dollar Units will have a separate vote, as a class, on whether to receive Class A or Class U limited partnership units of SURF LP (the “USD Class Vote”).
⁵ A proposed exchange ratio methodology (“ER Methodology”) was established by setting the NAV of each new class of units to be equal to the NAV of the units for which it is exchanged. The value of unit is based on September 30, 2025 management prepared financial information.

STARLIGHT U.S. RESIDENTIAL FUND
October 10, 2025
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Number of Units and NAV/unit before the Potential Transaction

	Unit	Economic Ownership %	NAV	NAV/unit	Exchange Ratio	Fx Ratio	Adjusted NAV/unit
Class A	3,782,537	11.89%	1,555,056	0.4111	1.0000	1.0000	0.4111
Class C	2,675,750	8.88%	1,160,993	0.4339	1.0554	1.0000	0.4111
Class B LP	750,000	2.49%	325,421	0.4339	1.0554	1.0000	0.4111
Class D	11,836,197	37.20%	4,866,033	0.4111	1.0000	1.0000	0.4111
Class F	5,331,094	17.29%	2,261,079	0.4241	1.0317	1.0000	0.4111
Class I	3,500,000	11.61%	1,518,630	0.4339	1.0554	1.0000	0.4111
Class E	669,700	2.71%	355,101	0.5302	1.0317	1.2502	0.4111
Class G	1,426,785	5.61%	733,321	0.5140	1.0000	1.2502	0.4111
Class U	594,133	2.33%	305,365	0.5140	1.0000	1.2502	0.4111
	30,566,196		13,081,000

Number of Units and NAV/unit after the Potential Transaction⁶

	Unit	*Economic Ownership %	NAV	NAV/unit
Class A	3,782,537	11.62%	1,555,056	0.4111
Class C	2,824,013	8.67%	1,160,993	0.4111
Class B LP	791,558	2.43%	325,421	0.4111
Class D	11,836,197	36.35%	4,866,033	0.4111
Class F	5,499,876	16.89%	2,261,079	0.4111
Class I	4,434,026	13.62%	1,822,893	0.4111
Class E	863,753	2.65%	355,101	0.4111
Class G	1,783,739	5.48%	733,321	0.4111
Class U	742,774	2.28%	305,365	0.4111
	32,558,473		13,385,262

Percentage after Class I True-Up.

4.0 Market Overview

4.01 In preparing the Opinion, Evans & Evans considered the following information on the overall multifamily real estate market in the U.S. and local real estate market related to each of the properties within the SURF Portfolio.

4.02 The U.S. multifamily real estate market comprises apartment buildings and residential properties housing multiple tenants (typically five or more units). It serves a dual function as a key housing source and a major investment asset class. For many Americans, particularly younger households and those unable to afford homeownership, multifamily housing represents the most practical and flexible living option. From an investment standpoint, the sector is recognized for its stable income generation and relative resilience during economic downturns.

⁶ Includes the Class I True-Up as defined in Section 10.02.

EVANS & EVANS, INC.
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October 10, 2025
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In recent years, the market has faced challenges due to rising interest rates, increased operating costs, and a surge in new construction, which have temporarily pressured rent growth and asset values. Nonetheless, the long-term fundamentals remain robust, underpinned by population growth, ongoing housing shortages, and sustained rental demand. As the sector adjusts to current macroeconomic conditions, multifamily real estate is expected to maintain its essential role in the U.S. housing market and broader economy.

4.03 The U.S. multifamily market was valued at approximately $2.63 trillion in 2024, a figure which includes all institutional multifamily assets.7 Overall, the multifamily market has maintained stability despite macroeconomic headwinds. Demand remains above historical averages, supporting overall performance. However, in certain regions, new supply is exceeding absorption rates, resulting in moderating rent growth and slight declines in occupancy.

Investable Universe			Institutional Universe
Property Sector	Value ($B)	% Share of Investable Universe	Value ($B)	% of Overall Universe Value	% Share Institutional Universe
Traditional Sectors
Industrial	$3,294.1	12.3%	$1,346.7	41%	11.5%
Multifamily	$5,813.1	21.7%	$2,632.3	45%	22.5%
Office	$3,261.3	12.2%	$1,442.2	44%	12.3%
Retail	$3,767.9	14.1%	$2,110.6	56%	18.1%
Other Retail	$2,083.2	7.8%	$970.3	47%	8.3%
Nbhd, Comm, Strip	$1,101.5	4.1%	$769.7	70%	6.6%
Lifestyle, Mall, Power	$583.2	2.2%	$370.7	64%	3.2%
Hospitality	$806.0	3.0%	$595.0	74%	5.1%
Alternative Sectors
Single-Family Rental	$6,270.1	23.4%	$1,341.6	21%	11.5%
Student Housing	$568.9	2.1%	$276.6	49%	2.4%
Age-Restricted Housing	$446.2	1.7%	$251.4	58%	2.2%
Manufactured Housing	$522.4	1.9%	$165.0	32%	1.4%
Self-Storage	$326.4	1.2%	$288.3	88%	2.5%
Life Science	$145.2	0.5%	$124.8	86%	1.1%
Medical Office	$613.8	2.3%	$413.1	67%	3.5%
Senior Housing	$448.0	1.7%	$301.5	67%	2.6%
Data Centers	$243.0	0.9%	$214.6	88%	1.8%
IOS	$200.0	0.7%	$160.0	80%	1.4%
Cold Storage	$66.7	0.2%	$27.2	41%	0.2%
Traditional Sectors	$16,942.5	63.2%	$8,126.9	48%	69.5%
Alternative Sectors	$9,850.7	36.8%	$3,563.9	36%	30.5%
Total	$26,783.2		$11,690.8	44%

Throughout 2025, the national multifamily vacancy rate has exhibited a downward trend, declining for three consecutive quarters from 9.22% to 9.02%, returning to levels consistent with those observed one year earlier. Although the rate remains approximately 200 basis points above the long-term historical average, the directional trend has shifted toward stabilization. In contrast, the stabilized vacancy rate which excludes recently delivered assets still in lease-up, has continued to rise, as tenants pursue concession incentives offered primarily by newly completed properties.8

For the second consecutive quarter, rent growth has moderated in response to slower job creation and heightened macroeconomic uncertainty. Most property owners have adopted

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conservative leasing strategies emphasizing occupancy preservation over rent expansion. This shift has resulted in rent growth during the third quarter declining to levels last recorded at the onset of the coronavirus disease 2019 (COVID-19) pandemic. The deceleration has been concentrated in new leases, while renewal rent growth has remained comparatively resilient at approximately 3% to 4% on a national basis. Should development activity continue to slow and broader economic sentiment improve, a reacceleration of rent growth may occur. Regional performance has diverged, with the Bay Area emerging as a national leader in rent growth, supported by renewed venture capital activity in the artificial intelligence sector, the reinstatement of return-to-office requirements, and improvements in public safety and overall livability. San Francisco recorded year-over-year rent growth of approximately 7.8%, followed by San Jose at 5.2%. Both the Midwest (3.2%) and Northeast (3.4%) outperformed the national average, effectively doubling the national rent growth rate.⁹

While interest rates remain volatile and elevated, investment activity is expected to strengthen, with multifamily transaction volume projected to rise to between $370 billion and $380 billion in 2025. According to CoStar data, average cap rates for multifamily assets currently range between approximately 5.5% and 6.0%. Although interest rates have begun to stabilize, prevailing mortgage rates are expected to remain above capitalization rates.¹⁰ However, cap rate data generally lags the actual market, as transactions are relatively limited. While these conditions have constrained pricing momentum, investor interest in the multifamily sector remains supported by long-term fundamentals and strong rental housing demand.¹¹

4.04 The overall housing shortage in the United States has remained largely unchanged, primarily due to the limited availability of for-sale housing over the past 15 years. However, multifamily rental housing stock has expanded significantly. As of April 2025, the three-month moving average for multifamily construction activity in the U.S. increased to an annualized rate of approximately 381,000 units. On a year-over-year basis, multifamily construction volume rose by approximately 48.8%. Total residential building permits increased by 1.6% in March 2025 to an annualized rate of 1.48 million units, while multifamily permits increased by 9.3% to a 504,000-unit pace. Regionally, year-to-date permit issuance was 4.7% higher in the Midwest and 0.4% higher in the South, offset by declines of 8.8% in the West and 24.7% in the Northeast.¹²

Despite the decline in starts, the level of new deliveries remains exceptionally high. U.S. Census Bureau (“Census”) data indicate that deliveries through the first three quarters of 2024 totaled approximately 591,000 units on an annualized basis, the highest level recorded since 1980. Although material and labor constraints have eased somewhat, a portion of units initially expected to deliver in 2024 are likely to slip into 2025. Even excluding such delays, 2025 is projected to experience elevated levels of new supply, with

⁹ https://www.cushmanwakefield.com/en/united-states/insights/us-marketbeats/us-multifamily-marketbeat
¹⁰ https://www.jpmorgan.com/insights/real-estate/commercial-term-lending/new-york-multifamily-market-outlook
¹¹ 2025 Multifamily Outlook, January 2025, FreddieMac Multifamily
¹² https://eyeonhousing.org/2025/04/housing-starts-decline-amid-economic-uncertainty/

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an estimated 460,000 additional units expected to be delivered. This sustained delivery pipeline underscores both the lagged impact of prior years' permitting activity and the persistence of supply pressures in the multifamily market.^[13]

Multifamily Permits, Starts and Completions (5+ Units)^[14]

The markets with the highest supply ratios are Colorado Springs, Austin, Raleigh/Durham, Nashville and Charlotte with supply ratios of 6.5% to 8.8%, while the Western, Central and Plains, and Northeast and Mid-Atlantic regions are seeing much lower supply ratios of between 1.3% and 1.8%. The markets seeing the lowest supply ratios are New Orleans, Rochester and Syracuse, with supply ratios of 0.4% or less. However, it's not just smaller markets with low supply ratios, Los Angeles and New York City have the fourth and sixth lowest supply ratios of 0.7% and 0.8%, respectively.

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Multifamily Forecasted Supply Wave

4.05 As of the second quarter of 2025, the U.S. national multifamily vacancy rate declined to approximately 4.1%, reflecting a continued imbalance in favor of demand relative to new supply. All sixty-nine markets monitored by CBRE reported positive net absorption during the quarter. Aggregate net absorption totaled approximately 188,200 units, representing a 47% year-over-year increase and marking the highest second-quarter absorption level on record. This figure was approximately 44% above the pre-pandemic second-quarter average. Excluding the entity-level acquisition of AIR Communities by Blackstone in 2024, total multifamily investment volume for the quarter was approximately $32.9 billion, reflecting a 7.1% year-over-year increase.^[15]^

4.06 In Q2 2025, the average going-in capitalization rate for core multifamily assets decreased by approximately 6 basis points to 4.75%, while the average exit capitalization rate decreased by approximately 4 basis points to 4.96%. Core unlevered internal rate of return ("IRR") targets increased by approximately 3 basis points to 7.70%, primarily reflecting a 100-basis-point increase in Denver driven by near-term oversupply conditions. Core underwriting metrics have generally returned to levels consistent with early 2023. The spread between going-in and exit capitalization rates widened to 20 basis points in Q2 2025 and is expected to expand further over the next two years, as going-in capitalization rates are anticipated to compress more rapidly than exit capitalization rates in response to projected reductions in the federal funds rate.^[16]^

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4.07 In June 2025, the median home sold price in Tampa, Florida was $430,387, up approximately 2.5% year-over-year. However, inventory levels have also risen.¹⁷ In 2024, new multifamily supply at Tampa Bay increased materially, with approximately 12,500 units completed, representing an increase of approximately 104% compared to 2023. As of early 2025, approximately 15,800 units remained under construction, with between 9,000 and 11,000 units expected to be completed and delivered during 2025.¹⁸ In Q1 2025, average apartment rents increased by approximately 4.8% year-over-year, reflecting a recovery following prior market softness.¹⁹ Reported capitalization rates have increased relative to 2023, consistent with higher interest rates and risk premiums, with more pronounced upward adjustments observed for older or lower-quality properties.²⁰

4.08 According to Zillow, Inc., the average home value in Raleigh, North Carolina, as of September 2025, was approximately $435,712, representing a decline of roughly 2.8% from the prior year.²¹ As of early 2025, approximately 3,851 new multifamily units were added in the Raleigh-Durham area, representing about 1.9% of existing inventory, a rate exceeding national supply growth. Average advertised rents as of April 2025 were approximately $1,557, reflecting a 0.6% year-over-year decline but a 0.5% increase over the prior three months. Market occupancy declined to roughly 93.5% as of March 2025, below the national average, indicating mild oversupply and moderate downward pressure on rent growth.²² Job creation and continued immigration, with the metro’s population expanding by approximately 2.6% in 2024, are key factors sustaining multifamily leasing activity in the Raleigh-Durham market. These demand drivers have helped offset some of the pressure from elevated new supply, supporting absorption and stabilizing rent performance across the region.²³

4.09 In 2024, the Austin-Round Rock-San Marcos Metropolitan Statistical area recorded approximately 29,872 residential home sales, representing a slight decline of about 0.5% from 2023. Active listings increased by roughly 14.7% year-over-year, reflecting higher inventory levels and more balanced market conditions. The median home price for the region was approximately $445,000, down around 1.7% from the prior year, indicating continued normalization in housing prices following the elevated market activity of 2021-2022.²⁴ As of July 2025, average asking rents in the Austin multifamily market declined by approximately 5.2% year-over-year to about $1,554. Stabilized property occupancy also fell by roughly 40 basis points to around 92.5%. These trends indicate continued pressure on rental fundamentals, driven by elevated new supply and moderating demand following

¹⁷ https://rocket.com/homes/market-reports/fl/tampa
¹⁸ https://www.colliers.com/en/research/tampa-bay/tampa-bay-multifamily-market-report-q1-2025
¹⁹ https://www.unitedstatesrealestateinvestor.com/tampa-multifamily-rent-growth-surges-investors-eye-new-opportunities/
²⁰ https://www.northmarq.com/insights/insights/robust-demand-tampa-fuels-quarterly-decline-multifamily-vacancy-continued-rent
²¹ https://www.zillow.com/home-values/54047/raleigh-nc/
²² https://www.yardimatrix.com/blog/raleigh-multifamily-market-report/
²³ https://www.marcusmillichap.com/research/market-report/raleigh/raleigh-2q-2025-multifamily-market-report
²⁴ https://www.unlockmls.com/news/december-2024-central-texas-housing-market-report

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several years of rapid expansion.²⁵ The homeownership rate in the Buda, Austin area is projected to remain relatively stable, increasing marginally from approximately 68.4% to 69.6% over the projection period. Population growth in Buda is expected to total roughly 3.01% between 2024 and 2029, reflecting continued, though moderating, in-migration and suburban expansion relative to the region’s prior decade of elevated growth.²⁶

4.10 As of late 2025, the Zillow Home Value Index for Phoenix, Arizona was approximately US $407,541, reflecting a year-over-year decline of roughly 4.6%. This decrease indicates continued softening in home prices following prior years of elevated valuation levels.²⁷ In 2025, approximately 23,000 multifamily units were delivered in the Phoenix market, with an additional 24,000 units under construction, representing roughly 5.7% of total existing inventory. While new starts and completions have slowed from the prior cycle’s peak, the elevated supply pipeline continues to exert downward pressure on occupancy and rent growth. Market fundamentals are expected to remain subdued through 2025 as absorption trails deliveries.²⁸

5.0 Engagement of Evans & Evans, Inc.

5.01 Evans & Evans was formally engaged by the Committee pursuant to an engagement letter with the Fund signed September 18, 2025 (the “Engagement Letter”). The Engagement Letter provides the terms upon which Evans & Evans has agreed to provide the Opinion to the Committee.

The terms of the Engagement Letter provide that Evans & Evans is to be paid a fixed professional fee for its services. In addition, Evans & Evans is to be reimbursed for its reasonable out-of-pocket expenses and to be indemnified by the Fund in certain circumstances. The fee established for the Opinion is not contingent upon the opinions presented, or the completion of the Potential Transaction or any other transaction.

Evans & Evans is independent to the Funds, Starlight Group, and the Managers.

6.0 Scope of Review

6.01 In connection with preparing the Opinion, Evans & Evans has reviewed and relied upon, or carried out, among other things, the following:

Discussions with the Committee to gain an understanding of the Potential Transaction and the rationale for the Potential Transaction.

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Reviewed information on the legal, accounting and tax matters related to the Potential Transaction.
Reviewed the substantially final form of the Reorganization Agreement dated as of October 9, 2025.
Reviewed industry and financial market information considered relevant to the determination of fairness.
Reviewed the multiple draft versions of ER calculation model of the Potential Transaction as prepared by the Managers.
Reviewed the audited Consolidated Financial Statements for SURF for the years ended December 31, 2021 to 2024.
Reviewed the unaudited financial statements for SURF for the three and six months period ended June 30, 2025.
Reviewed SURF’s Management Discussion and Analysis for the three and six months ended June 30, 2025 and for the year ended December 31, 2024.
Reviewed unaudited financial statements as prepared by the Managers for SURF LP for the years ended December 31, 2023 and 2024 and for the six months period ended June 30, 2025.
Reviewed unaudited financial statements as prepared by the Managers for Starlight U.S. Residential (Multi-Family) REIT Inc. for the years ended December 31, 2023 and 2024, for the six months period ended June 30, 2025, and for the eight months period ended August 30, 2025.
Reviewed the unaudited profit & loss statements for Indigo, Emerson, Sunlake, and Ventura for years ended 2023 to 2024 and for eight months period ended August 30, 2025.
Reviewed the appraisal reports prepared by Qval Property Advisors for Bainbridge Sunlake, Emerson at Buda, Indigo Apartments, and The Ventura, effective September 1, 2025, December 31, 2024, and December 31, 2023, respectively, and dated September 22, 2025, December 23, 2024, and December 5, 2023. Qval Property Advisors is referred to throughout the Opinion as the “Appraiser”.
Reviewed the Amended and Restated Limited Partnership Agreement between Starlight U.S. Residential Holding LP and SURF LP dated November 15, 2021.

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Reviewed the management agreement between Starlight Investments US AM Group LP, SURF, Starlight U.S. Residential (Multi-Family) REIT Inc., and Starlight U.S. Residential (Multi-Family) REIT Inc. dated November 15, 2021.
Reviewed the trading price of SURF.A and SURF.U for the 12 months preceding the date of the Opinion.
Reviewed stock market, financial and operational data on the following entities: Equity Residential; Mid-America Apartment Communities, Inc.; Essex Property Trust, Inc.; AvalonBay Communities, Inc.; Camden Property Trust; Apartment Investment and Management Company; Sun Communities, Inc.; Independence Realty Trust, Inc.; NexPoint Residential Trust, Inc.; BRT Apartments Corp.; UDR, Inc.; Equity LifeStyle Properties, Inc.
Limitation and Qualification: Evans & Evans did not visit any of the Starlight Group’s facilities or properties. Evans & Evans has, therefore, relied on management’s disclosure with respect to the operations of the Starlight Group and unitholder disclosure referenced above. The reader is advised that Evans & Evans can provide no independent technical and due diligence comfort or assurances as to the specific operating characteristics and functional capabilities of any of the properties.

7.0 Prior Valuations

7.01 The Fund has represented to Evans & Evans that there have been no formal valuations relating to SURF or any affiliate or any of their respective material assets or liabilities made in the preceding two years which are in the possession or control of the Fund other than property appraisals (the “Appraisals”) outlined in section 6.0 of the Opinion.

7.02 Evans & Evans did review and rely upon the Appraisals as outlined in section 6.0 of the Opinion.

8.0 Conditions and Restrictions

8.01 The Opinion is prepared for internal purposes of the Committee and may be shared with the management of SURF and the Board at the discretion of the Committee. The final Opinion is intended for placement on SURF’s file and may be included in any materials provided to the SURF Unitholders, including any management proxy circular of the Fund in connection with a special meeting of the SURF Unitholders to consider the Potential Transaction. The final Opinion may be submitted to the TSXV.

8.02 The final Opinion may be submitted to a court reviewing the Potential Transaction.

8.03 The Opinion may not be issued and/or used to support any type of value with any other third parties, legal authorities, nor stock exchanges, or other regulatory authorities, nor the Canada Revenue Agency nor the Internal Revenue Service. Such use is done so without

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the consent of Evans & Evans and readers are advised of such restricted use as set out above. Nor can it be used or relied upon by any of these parties or relied upon in any legal proceeding and/or court matter.

8.04 Any use beyond that defined above in 8.01 to 8.03 is done so without the consent of Evans & Evans and readers are advised of such restricted use as set out above.

8.05 The Opinion should not be construed as a formal valuation or appraisal of either of the Funds or any of their securities or assets. Evans & Evans, has, however, conducted such analyses as we considered necessary in the circumstances.

8.06 In preparing the Opinion, Evans & Evans has relied upon and assumed, without independent verification, the truthfulness, accuracy and completeness of the information and the financial data provided by the Fund. Evans & Evans has therefore relied upon all specific information as received and declines any responsibility should the results presented be affected by the lack of completeness or truthfulness of such information. Publicly available information deemed relevant for the purpose of the analyses contained in the Opinion has also been used.

The Opinion is based on: (i) our interpretation of the information which the Fund, as well its representatives and advisers, have supplied to-date; (ii) our understanding of the terms of the Potential Transaction; and (iii) the assumption that the Potential Transaction will be consummated materially in accordance with the terms of the Reorganization Agreement.

8.07 The Opinion is necessarily based on economic, market and other conditions as of the date hereof, and the written and oral information made available to us until the date of the Opinion. It is understood that subsequent developments may affect the conclusions of the Opinion, and that, in addition, Evans & Evans has no obligation to update, revise or reaffirm the Opinion.

8.08 Evans & Evans denies any responsibility, financial, legal or other, for any use and/or improper use of the Opinion however occasioned.

809 Evans & Evans is expressing no opinion as to the price at which any securities of the Fund will be sold or redeemed at any time.

8.10 Evans & Evans was not requested to, and we did not, solicit indications of interest or proposals from third parties regarding a possible acquisition of or merger with the Fund. Our opinion also does not address the relative merits of the Potential Transaction as compared to any alternative business strategies or transactions that might exist for the Fund, the underlying business decision of the Fund to proceed with the Potential Transaction, or the effects of any other transaction in which the Fund will or might engage, together or independently.

8.11 Evans & Evans expresses no opinion or recommendation as to how any Unitholder of the Fund should vote or act in connection with the Potential Transaction, any related matter or

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any other transactions. We are not experts in, nor do we express any opinion, counsel or interpretation with respect to, legal, regulatory, accounting or tax matters. We have assumed that such opinions, counsel or interpretation have been or will be obtained by the Fund from the appropriate professional sources. Furthermore, we have relied, with the Committee’s consent, on the assessments by the Fund and its advisors and managers, as to all legal, regulatory, accounting and tax matters with respect to the Fund and the Potential Transaction, and accordingly we are not expressing any opinion as to the value of the Fund’s tax attributes or the effect of the Potential Transaction thereon.

8.12 Evans & Evans is expressing no opinion as to whether any alternative transaction might have been more beneficial to the SURF Unitholders.

8.13 Evans & Evans reserves the right to review all information and calculations included or referred to in the Opinion and, if it considers it necessary, to revise part and/or its entire Opinion and conclusion in light of any information which becomes known to Evans & Evans during or after the date of this Opinion.

8.14 In preparing the Opinion, Evans & Evans has relied upon a letter from management of the Fund confirming to Evans & Evans in writing that the information and management's representations made to Evans & Evans in preparing the Opinion are accurate, correct and complete, and that there are no material omissions of information that would affect the conclusions contained in the Opinion.

8.15 Evans & Evans has based its Opinion upon a variety of factors. Accordingly, Evans & Evans believes that its analyses must be considered as a whole. Selecting portions of its analyses or the factors considered by Evans & Evans, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. Evans & Evans’ conclusions as to the fairness, from a financial point of view, to the SURF Unitholders (other than interested SURF Unitholders), of the Potential Transaction were based on its review of the Potential Transaction taken as a whole, in the context of all of the matters described under “Scope of Review”, rather than on any particular element of the Potential Transaction or the Potential Transaction outside the context of the matters described under “Scope of Review”. The Opinion should be read in its entirety.

8.16 Evans & Evans and all of its Principal’s, Managing Partner, staff or associates’ total liability for any errors, omissions or negligent acts, whether they are in contract or in tort or in breach of fiduciary duty or otherwise, arising from any professional services performed or not performed by Evans & Evans, its Principal, Managing Partner, any of its directors, officers, shareholders or employees, shall be limited to the fees charged and paid for the Opinion. No claim shall be brought against any of the above parties, in contract or in tort, more than two years after the date of the Opinion.

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9.0 Assumptions

9.01 In preparing the Opinion, Evans & Evans has made certain assumptions as outlined below.

9.02 With the approval of the Fund and as provided for in the Engagement Letter, Evans & Evans has relied upon, and has assumed the completeness, accuracy and fair presentation of, all financial information, business plans, appraisals, forecasts and other information, data, advice, opinions and representations obtained by it from public sources or provided by the Fund or its affiliates or any of its respective officers, directors, consultants, advisors or representatives (collectively, the "Information"). The Opinion is conditional upon such completeness, accuracy and fair presentation of the Information. In accordance with the terms of the Engagement Letter, but subject to the exercise of its professional judgment, and except as expressly described herein, Evans & Evans has not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information.

9.03 Senior officers of the Fund have represented to Evans & Evans that, among other things: (i) the Information (other than financial forecasts, projections, estimates or budgets) provided orally by, an officer or employee of the Fund or in writing by the Fund (including, in each case, affiliates and their respective directors, officers, consultants, advisors and representatives) to Evans & Evans relating to the Fund, their affiliates or the Potential Transaction, for the purposes of the Engagement Letter, including in particular preparing the Opinion was, at the date the Information was provided to Evans & Evans, fairly and reasonably presented and complete, true and correct in all material respects, and did not, and does not, contain any untrue statement of a material fact in respect of the Fund, its affiliates or the Potential Transaction and did not and does not omit to state a material fact in respect of the Fund, its affiliates or the Potential Transaction that is necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; and (ii) since the dates on which such Information was provided to Evans & Evans, except as disclosed in writing to Evans & Evans, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Fund or any of its affiliates and no material change has occurred in respect of the Fund which would have, or which would reasonably be expected to have, a material effect on the Opinion.

9.04 In preparing the Opinion, we have made several assumptions, including that all final or executed versions of documents will conform in all material respects to the drafts provided to us, all of the conditions required to implement the Potential Transaction will be met, all consents, permissions, exemptions or orders of relevant third parties or regulating authorities will be obtained without adverse condition or qualification, the procedures being followed to implement the Potential Transaction are valid and effective and that the disclosure provided or (if applicable) incorporated by reference in the Circular provided to unitholders with respect to the Fund and its subsidiaries and the Potential Transaction will be accurate in all material respects and will comply with the requirements of applicable law. Evans & Evans also made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many

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of which are beyond the control of Evans & Evans and any party involved in the Potential Transaction. Although Evans & Evans believes that the assumptions used in preparing the Opinion are appropriate in the circumstances, some or all of these assumptions may nevertheless prove to be incorrect.

9.05 The Fund and all of its related parties and their principals had no contingent liabilities, unusual contractual arrangements, or substantial commitments, other than in the ordinary course of business, nor litigation pending or threatened, nor judgments rendered against, that would affect the Opinion, other than those disclosed by management.

9.06 There were no material changes in the financial position of the Fund, or its related limited partnerships between the date of the management-provided financial information (August 30, 2025 and September 30, 2025) and the date of the Opinion unless noted herein.

9.07 There are no material changes in the appraised value of the Assets between September 1, 2025 and the date of the Opinion.

9.08 Conclusions contained herein are on a pre-tax basis to all unitholders of the Fund.

10.0 Review of the ER Methodology

10.01 The first step in providing the Opinion was understanding the ER Methodology employed and the data used in establishing the NAV of the Fund. Evans & Evans had multiple discussions with the representatives of the Managers with respect to the assumptions employed, the methodology and the data included / excluded.

In the view of Evans & Evans, the ER Methodology, which involved a calculation of the adjusted NAV, was appropriate and representative of the methodology employed in other transactions involving funds that Evans & Evans has participated in. Given the Fund structure, the use of adjusted NAV, calculated in accordance with quarterly and annual filings of the Fund, was appropriate as it provides visibility to Unitholders as to the process.

10.02 Evans & Evans has outlined below the steps involved in the development of the ER Methodology along with how Evans & Evans tested the reasonableness and fairness of the calculations.

a) The first step in the analysis was to review the independent Appraisals prepared by the independent Appraiser as of September 2025. In the view of Evans & Evans reliance on independent appraisals for real estate assets is appropriate. Evans & Evans reviewed each of the Appraisals and found no evidence to suggest the documents did not adhere to industry standards. Evans & Evans found none of the Appraisals contained any restrictions or limitations that were not industry standard in nature.

The authors of the Opinion confirmed the appraised values used in the NAV to the Appraisal and to the values contained in the unaudited financial statements for SURF

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as of August 30, 2025. The Managers confirmed there are no material changes between August 30, 2025 to September 30, 2025 in value.

The Appraiser noted that the multifamily market in U.S. experienced some improvement in Q2 2025, reflects stabilizing fundamentals as the market absorbs elevated levels of new supply delivered over the past 12-18 months. Although multifamily no longer leads performance among property types, its resilience, liquidity, and long-term demand drivers continue to support steady investor interest. Recent returns suggest that the sector is transitioning from correction to stabilization.

The Appraiser observed that prevailing macroeconomic conditions, including elevated bank base rates and an oversupply within the sector, have moderated rent growth while sustaining elevated operating costs. Despite these pressures, underlying demand remains strong, particularly in markets where high mortgage rates have limited homeownership affordability. Investor activity continues to be concentrated in higher-quality assets located in markets characterized by supply constraints or favorable demographic fundamentals.

b) The adjusted NAV for SURF was calculated based on the September 30, 2025 financial position of SURF with adjustments as noted below. It is the understanding of Evans & Evans that the adjusted NAV will not be updated for more current financial information. The method for which adjusted NAV was calculated for the purpose of establishing the proportionate share of the return in the Fund was consistent with the adjusted NAV calculated annually and disclosed to unitholders.

In calculating the adjusted NAV of SURF, the appraised fair value of the SURF Portfolio was added to other assets, net of the increases in loans payable, other liabilities, and non-controlling interests, as further described below.

Evans & Evans did note the non-current assets and liabilities, which would be the items that would change if the financial information was updated, did not represent a material portion of the NAV calculation.

c) The Class I units were charged an asset management fee of 0.35% based on the historical cost of asset acquisitions plus any capital additions. Under the terms of the arrangement with Class I unitholders, the applicable rate should have been 0.25%. Accordingly, the 0.10% difference was allocated to Class I by issuing additional units as a true-up adjustment. As of September 30, 2025, the adjustment amounted to $304,262.27, resulting in the issuance of 740,091.21 additional Class I units (the "Class I True-Up"). The Class I True-Up does not result in a decrease in the number of units for any of the other classes of units.

d) The accounting equity value of Emerson is recorded at negative $1,640,000. Accordingly, the adjusted NAV following the Potential Transaction is, in principle, higher than the pre-transaction NAV. For valuation purposes, the Managers assumed

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the economic value of Emerson to be $nil as the associated liability is non-recourse when determining the adjusted NAV of SURF and SURF LP.

e) The proportionate interest (“Proportionate Interest”) following the true-up of each class of units of SURF was determined to ensure that the adjusted NAV of SURF was appropriately allocated among the various unit classes. The NAV per unit, adjusted by the applicable exchange ratios for each class of units, remains the same both before and after the Potential Transaction. The ER between Class A Units and other classes of units was derived based on the Conversion Ratios established at the time of the IPO. Distributions payable in respect of each class of units differ in accordance with the Proportionate Interest attributable to the net subscriptions of each respective class. In effect, each Fund’s distributions are allocated proportionally based on the capital contributed by each class relative to the total capital raised across all classes.

This structure of Proportionate Interest for SURF is mirrored within SURF LP. The calculation of Proportionate Interest incorporates distributions to each class of units from the IPO closing date through September 30, 2025. Consistent with the approach applied in determining the adjusted NAV, this calculation is subject to further update as additional information becomes available.

11.0 Fairness Conclusions

11.01 In considering fairness of the Potential Transaction, from a financial point of view to the SURF Unitholders (other than interested SURF Unitholders), Evans & Evans considered the Potential Transaction from the perspective of the SURF Unitholders as a group and did not consider the specific circumstances of any particular securityholder, including with regard to income tax considerations.

11.02 Based upon and subject to the foregoing and such other matters as we consider relevant, it is our opinion, as of the date hereof, that the Potential Transaction is fair, from a financial point of view to the SURF Unitholders.

11.03 In arriving at the conclusions as to the fairness of the Potential Transaction, Evans & Evans considered the following:

a) The ER Methodology and the net value at exchange for each class of units of SURF for units of SURF LP was fair and reasonable. In the opinion of Evans & Evans all assumptions which could be reasonably and fairly measured were included in the analysis and reflected in the calculation of the Proportionate Interest.

b) The proportionate share of each class of SURF units in SURF LP was reflective of the SURF adjusted NAV. The SURF Unitholders will maintain the same proportionate interest and economic ownership in SURF LP following the Potential Transaction as they had in SURF pre-Potential Transaction.

EVANS & EVANS, INC.

STARLIGHT U.S. RESIDENTIAL FUND
October 10, 2025
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c) The Potential Transaction is expected to result in administrative efficiencies and cost reductions. By simplifying the existing capital structure, the SURF Unitholders are anticipated to benefit from reduced compliance requirements associated with the Fund’s current trust structure and the ongoing maintenance of legacy entities within the former single-family residential holding structure, as well as remove the potential for Starlight Group and the President of the Fund to receive any carried interest. Management has further indicated that the Potential Transaction is expected to enhance liquidity for investors through the listing of all resulting units on a stock exchange..

d) A tax loss recognized at the LP level as a result of the Potential Transaction will flow through to the individual SURF Unitholders under partnership tax treatment. As a result, each SURF Unitholder’s proportionate share of the loss can generally be used to offset other taxable income, thereby reducing their overall tax liability. The realization of such a loss effectively provides a tax shield to the investors, enhancing after-tax returns and partially mitigating the impact of prior or future taxable gains.

e) The Potential Transaction allows management additional time to execute its strategic plan aimed at enhancing the overall valuation of the SURF Portfolio. By extending the investment horizon, management can continue operational improvements, optimize property performance, and reposition assets as market conditions stabilize. Furthermore, a potential decline in interest rates could lead to cap rate compression and higher property valuations, providing an opportunity for the assets to recover in value and strengthen the Fund’s overall financial position.

f) The appraised fair value of Emerson decreased more than the rest of the SURF Portfolio in both 2024 and 2025. The non-recourse liability associated with Emerson is eliminated as a result of the Potential Transaction. Consequently, the accounting NAV increases on a post-transaction basis relative to the pre-transaction position. The removal of the associated liability reduces downside risk, and SURF’s reported accounting NAV per unit correspondingly increases.

g) As at September 30, 2025, the aggregated loan-to-value (“LTV”) of SURF on a combined basis is approximately 96.5%, compared to approximately 94.3% for SURF LP on the basis of the spin-out of Emerson and the average LTV of the selected companies (refer to (j) below) of approximately 34.5%. This lower aggregated LTV ratio supports maintaining distributions, acquiring new properties, and establishing lending relationships. Without Emerson, the Managers anticipate slightly more favorable terms and less expenses when negotiating a debt facility and result in broader spectrum of lenders and improved debt terms.

h) The acquisition fee and asset management fee for SURF LP is consistent with existing fees for SURF on a cumulative basis.

EVANS & EVANS, INC.
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i) A review of companies which operated in North American multi-family fund space is outlined in the table below.²⁹

Company Name	Exchange: Debris	Market		TTM	CFY	TTM	CFY	Book Value of Fund Y/N%	Market Cap / TTM Revenues	EV/TTM Revenues	EV/CFY Revenues	EV/TTM	EV/CFY
		Contribution	Enterprise Value	Revenue	Revenue	EBITDA	EBITDA
Equity Residential	NYSE:EQR	24,487	33,363	3,045	3,094	1,858	1,881	11,526	8.04 x	10.96 x	10.78 x	17.96 x	17.73 x
Mid-America Apartment Communities, Inc.	NYSE:MAA	16,227	21,399	2,200	2,218	1,240	1,263	6,069	7.38 x	9.73 x	9.65 x	17.25 x	16.95 x
Excess Property Trust, Inc.	NYSE:ESS	17,146	24,047	1,888	1,876	1,203	1,253	5,839	9.08 x	12.74 x	12.82 x	19.98 x	19.19 x
Availability Communities, Inc.	NYSE:AVB	27,526	36,309	3,021	3,048	1,842	1,881	12,170	9.11 x	12.02 x	11.91 x	19.72 x	19.31 x
Camden Property Trust	NYSE:CPT	11,385	15,251	1,570	1,582	887	904	4,660	7.25 x	9.71 x	9.64 x	17.19 x	16.86 x
Apartment Investment and Management Company	NYSE:ATV	1,102	2,349	212	n/a	86	n/a	282	5.19 x	11.06 x	n/a	27.23 x	n/a
San Communities, Inc.	NYSE:SUI	16,159	19,299	3,217	2,313	1,237	1,024	7,534	5.02 x	6.00 x	8.34 x	15.61 x	18.85 x
Independence Realty Trust, Inc.	NYSE:IRT	3,816	6,163	645	662	356	367	3,551	5.91 x	9.55 x	9.31 x	17.30 x	16.79 x
NeoPoint Residential Trust, Inc.	NYSE:NXRT	803	2,236	254	251	126	123	353	3.16 x	8.79 x	8.90 x	17.77 x	18.17 x
BRT Apartments Corp.	NYSE:BRT	297	755	98	96	39	40	192	3.02 x	7.68 x	7.84 x	19.42 x	18.79 x
UDR, Inc.	NYSE: UDR	12,240	19,016	1,715	1,705	1,008	1,055	4,283	7.14 x	11.09 x	11.15 x	18.86 x	18.03 x
Equity LifeStyle Properties, Inc.	NYSE: ELS	11,532	14,854	1,534	1,540	740	735	1,813	7.52 x	9.68 x	9.64 x	20.06 x	20.21 x
							Revenues		3.02 x	6.04 x	7.84 x	19.01 x	20.79 x
							Average		6.48 x	9.92 x	10.00 x	19.03 x	18.26 x
							Median		7.19 x	9.72 x	9.64 x	18.41 x	18.17 x
							Maximum		9.11 x	12.74 x	12.92 x	27.23 x	20.21 x
							Conflicting		9.53	6.19	9.25	9.25	4.06

In reviewing the above-noted data, Evans & Evans notes that despite the significant increase in revenue scale across comparable companies, the observed valuation multiples exhibit limited sensitivity to size. Multiples remain relatively stable across different book-value tiers, with market capitalization (“MC”)/Book Value ratios generally clustered around 2.0× to 2.2×, excluding a single 6.6× outlier representing an anomalous company. Even as fund size increases substantially (from approximately $2 billion to $5 billion), the corresponding changes in valuation multiples are only marginal. While larger funds tend to display modestly higher multiples, the differential is not proportionate to the increase in scale, suggesting that other qualitative factors, such as portfolio composition, operating efficiency, or investor return expectations, have a greater influence on valuation than size alone.

Average	Market Cap / TTM Revenues	EV / TTM Revenues	EV / TTM EBITDA	MC / Adj. Book Value
Revenues < $100 MM	3.02 x	7.68 x	19.42 x	1.50 x
$100 MM < Revenues < $500 MM	4.17 x	9.92 x	22.50 x	2.55 x
$500 MM < Revenues < $2 B	7.38 x	10.55 x	18.68 x	3.14 x
Average	Market Cap / TTM Revenues	EV / TTM Revenues	EV / TTM EBITDA	MC / Adj. Book Value
---	---	---	---	---
Book Value < $500 MM	3.79 x	9.17 x	21.47 x	2.20 x
$500 MM < Book Value < $2 B	7.52 x	9.68 x	20.06 x	6.60 x
$2 B < Book Value < $5 B	6.77 x	10.12 x	17.78 x	2.07 x

²⁹ Market capitalization and enterprise values are as of March 11, 2025 and sourced from S&P Capital IQ.

EVANS & EVANS, INC.
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12.0 Qualifications & Certification

12.01 The Opinion preparation was carried out by Jennifer Lucas and certain qualified employees and thereafter reviewed by Michael Evans.

Mr. Michael A. Evans, MBA, CFA, CBV, ASA, Principal, founded Evans & Evans, Inc. in 1989. For over 35 years, he has been extensively involved in the financial services and management consulting fields in Vancouver, where he was a Vice-President of two firms, The Genesis Group (1986-1989) and Western Venture Development Corporation (1989-1990). Over this period, he has been involved in the preparation of several thousand technical and assessment reports, business plans, business valuations, and feasibility studies for submission to various Canadian stock exchanges and securities commissions as well as for private purposes.

Mr. Michael A. Evans holds: a Bachelor of Business Administration degree from Simon Fraser University, British Columbia (1981); a Master’s degree in Business Administration from the University of Portland, Oregon (1983) where he graduated with honors; the professional designations of Chartered Financial Analyst (CFA), Chartered Business Valuator (CBV) and Accredited Senior Appraiser. Mr. Evans is a member of the CFA Institute, the Canadian Institute of Chartered Business Valuators (“CICBV”) and the American Society of Appraisers (“ASA”).

Ms. Jennifer Lucas, MBA, CBV, ASA, Managing Partner, joined Evans & Evans in 1997. Ms. Lucas possesses several years of relevant experience as an analyst in the public and private sector in British Columbia and Saskatchewan. Her background includes working for the Office of the Superintendent of Financial Institutions of British Columbia as a Financial Analyst. Ms. Lucas has also gained experience in the Personal Security and Telecommunications industries. Since joining Evans & Evans Ms. Lucas has been involved in writing and reviewing several thousand valuation and due diligence reports for public and private transactions.

Ms. Lucas holds: a Bachelor of Commerce degree from the University of Saskatchewan (1993), a Master in Business Administration degree from the University of British Columbia (1995). Ms. Lucas holds the professional designations of Chartered Business Valuator and Accredited Senior Appraiser. She is a member of the CICBV and the ASA.

12.02 The analyses, opinions, calculations and conclusions were developed, and this Opinion has been prepared in accordance with the standards set forth by the Canadian Institute of Chartered Business Valuators.

12.03 The authors of the Opinion have no present or prospective interest in the Fund, the Managers, the Starlight Group or any entity that is the subject of this Opinion, and we have no personal interest with respect to the parties involved.

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Yours very truly,

Evans & Evans

EVANS & EVANS, INC

EVANS & EVANS, INC.
H-26

AI assistant

Starlight US Residential Fund — Proxy Solicitation & Information Statement 2025

48246_rns_2025-11-14_b42a6135-ab75-4b08-adbd-407a2ee6e505.pdf

APPENDICES

MANAGEMENT INFORMATION CIRCULAR

Introduction

Caution Regarding Forward-Looking Statements and Information

Information for U.S. Unitholders

Currency Presentation and Financial Principles

Exchange Rate Information

GENERAL PROXY MATTERS

Solicitation of Proxies

Appointment of Proxies

Registering a Proxyholder by Registered Unitholders

Revocation of Proxies by Registered Unitholders

Execution of Proxies

Exercise of Discretion

Non-Registered Holders

Appointment of Proxies by Non-Registered Holders

Revocation of Proxies by Non-Registered Holders

UNITS AND PRINCIPAL HOLDERS THEREOF

Notes:

SPECIAL BUSINESS OF THE MEETING

Meeting

Virtual-Only Format

Participation by Registered Unitholders and Duly Appointed Proxyholders

Participation by Non-Registered Holders

Voting at the Meeting

Interested Unitholders

BACKGROUND TO THE REORGANIZATION

The Fund

The Reorganization

Recommendation of the Special Committee

Recommendation of the Board of Trustees

Reasons for the Unanimous Recommendation of the Board of Trustees and the Special Committee

Appraisals

Appraisal Methodology

THE REORGANIZATION

Required Unitholder Approval

Reorganization

Reorganization Mechanics

Conditions

Mutual Conditions Precedent

Additional Conditions Precedent to the Obligations of Starlight Group

Additional Conditions Precedent to the Obligations of the Fund

Covenants of the Parties Relating to the Reorganization

Other Covenants

Termination

PROCEDURES FOR DELIVERY OF INVESTMENT MF LP UNITS

Delivery of the Investment MF LP Units

Withholding

PRO FORMA DESCRIPTION OF INVESTMENT MF LP

Inter-corporate Relationships

Investment MF LP Units

General Partner Interest

Investment MF LP Units

Limited Liability

Distributions

Allocation of Income and Losses

Distribution on Termination of Investment MF LP

Transfer of Investment MF LP Units

Meetings of Investment MF LP Unitholders and Resolutions

Amendments to the A&R Investment MF LP Agreement

Termination of the A&R Investment MF LP Agreement

Information and Reports

Powers and Responsibilities of Investment MF GP

Conflicts of Interest

Investment MF LP vs. the Fund

Holding MF LP

U.S. MF REIT

PRO FORMA CAPITALIZATION OF INVESTMENT MF LP

DOCUMENTS INCORPORATED BY REFERENCE

PRINCIPAL LEGAL MATTERS

Securities Law Matters

Stock Exchange Matters

The Fund

Investment MF LP

Reorganization Record Date

ELIGIBILITY FOR INVESTMENT

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Starlight US Residential Fund Proxy Solicitation & Information Statement 2025