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INVESTMENT MEMORANDUM

U.S. Real Estate Opportunity Fund(Western Region)

in the amount of:

$100,000,000.00

Released: 02/2012

EXECUTIVE SUMMARYReleased: 02/2012

U.S. Real Estate Opportunity Fund

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Closing: May 31, 2012General Mgr.: MagnuM Opes Corporation

Returns: Internal Rate of Return ±15.5% Cash-On-Cash ±210%

Values: Equity ±$100,000,000 ±30%Mortgage ±$215,000,000 ±70%Acquisitions ±$315,000,000Disposition ±$450,000,000

Local: Western Region(WA, OR, CA & NV)

Assets: Segregated Portfolio(Office, Retail and Industrial)

Term: Dissolution is ±5 yearsUse: Formation of a Private REIT

Unit: $500,000.00Capitalization: $100,000,000.00

Type: Private Equity FundFund Entity: Western Region Fund, LLC

(Western Region)

FUND SYNOPSISReleased: 02/2012

Fund Description

The U.S. Real Estate Opportunity Fund is a group of private equity funds established for the acquisition and operation of income producing real estate for profit. The initial fund is established to acquire real estate in the U.S. western region. The U.S. Real Estate Opportunity Fund (Western Region) shall operate as an independent private equity investment company titled Western Region Fund, LLC. It is the intent of the U.S. Real Estate Opportunity Fund to make future offerings for other U.S. regions.

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Statement of Purpose

The purpose of the Fund is to acquire a portfolio of undervalued real estate in recovering metropolitan areas of the U.S. and to increase the value of that real estate with the intent to:

Reposition the portfolio as a Private Real Estate Investment Trust (Private REIT). In five years, convert the Private REIT to a Publicly Traded Real Estate Investment Trust (Public REIT). And provide the initial private equity Subscribers the option for

the return-on and of their investment, plus the option for retained shares in the Public REIT; or

Dispose of the portfolio assets in approximately 5 years and distribute principal and profits equivalent to a ±210% cash-on-cash return or higher.


REIT Description


A REIT is a fairly unique entity in the world of tax law

Investors can achieve a variety of business/tax goals that cannot easily be achieved with any other entity

REITs can be combined with other types of entities

More Private and Public REITs are being formed today than ever before

REITs offer Private Equity Funds and Private Investors an opportunity to take advantage of unique planning opportunities

Private REITs provide many operational and return advantages

Private REITs are not publicly traded

Private REITs formed with pass through entities can avoid income tax

Private REITs provide diversification in assets, investment types and tax strategies


Dividends and Gains


Private REITs are formed with pass through entities Approximately 95% of the net annual income is distributed to Shareholders The Western Region Fund will operate under these guidelines

Investment and Returns ±210% Cash-On-Cash Return ±15.5% Internal Rate of Return

Exit Strategies

Disposition by REIT acquisition Disposition by market sale Option to extend the operational term

Merger with other regional funds Place an Initial Public Offering (IPO) Cash distribution to Shareholders

Shareholders may option for Public REIT shares


The Market


Most all major agencies are reporting recovery trends Historical bell curves illustrate value step-up

Typical Acquisition and diversification Office sector Retail sector Industrial sector

Preparation for acquisitions have commenced in Seattle Portland San Francisco Los Angeles Las Vegas San Diego

THE GLOBAL MARKETReleased: 02/2012

Key Global Highlights


Economic risks in Europe while U.S. trends more favorable and Asia performs well Capital markets robust Major cities considered ‘safe haven’ Debt financing constrained Capital appreciation is slowing as yields flatten Office leasing markets show mixed pictures Overall global leasing volumes are likely to be stable Vacancies continue to edge downward The global office index grew in 2011 Technology, energy and commodity sectors are driving demand International retailer demand remains robust Warehousing momentum slow in Europe and Asia, but rebounding in U.S. Hotel transactions hold steady U.S. apartment market is high performer


Australia China France Germany India Japan UK USA

Oct 2011 3.2% 8.1% 0.4% 1.0% 7.5% 2.7% 0.9% 1.4%

January (Latest) 3.1% 7.9% -0.7% 0.2% 6.7% 2.9% 0.3% 2.0%

Change (bsp) -10 -20 -110 -80 -80 +20 -60 +60

GDP Projections 2012 in Major Economies – Recent Movements

Source: IHS Global Insight, January 2012



Economy Real Estate Investment Markets Real Estate Occupier Markets

Country CityNational

GDP

OECD Leading

Indicator

National Investment

VolumesCapital Value

Change Prime Yield Yield GapRental Change

Net Absorption

Vacancy Rate

Supply Pipeline

Germany Frankfurt 0.2% -5.5% 35% 2.1% 4.8% 297 0.0% 0.9% 13.9% 3.6%

Hong Kong Hong Kong 3.8% na 31% 20.7% 3.4% 188 10.2% 3.3% 4.2% 3.1%

UK London 0.3% -5.6% 6% 7.4% 4.0% 202 7.4% 0.9% 5.8% 3.8%

Russia Moscow 3.7% 1.3% 118% 49.0% 9.0% 50 41.2% 3.8% 16.0% 14.8%

US New York 2.0% -0.2% 63% 27.6% 4.3% 243 7.6% 0.5% 10.4% 0.9%

France Paris -0.7% -6.6% 37% 10.7% 4.8% 158 10.7% 1.3% 6.9% 3.3%

Brazil Sao Paulo 3.2% -7.6% 48% 12.7% 10.0% na 18.6% 5.0% 10.5% 35.9%

China Shanghai 7.9% 12.0% 3% 19.1% 5.9% 233 17.5% 23.8% 12.5% 35.5%

Singapore Singapore 2.0% na 25% 10.5% 3.8% 222 4.8% 10.1% 7.7% 21.3%

Australia Sydney 3.1% 0.4% -5% 8.3% 6.9% 307 15.2% 2.0% 8.7% 2.2%

Japan Tokyo 2.9% -2.2% -21% -2.1% 3.6% 261 -2.1% 3.8% 3.6% 14.0%

Global Real Estate Health Monitor

Real Estate data end Q4 2011



Prime Offices – Rental Clock, Q4 2011


THE U.S. MARKETReleased: 02/2012



U.S. Market – Economy Clock, Q4 2011


U.S. WESTERN REGIONReleased: 02/2012


Target Cities● Seattle

Portland ●

San Francisco●

● Las VegasLos Angeles ●

San Diego ●

Washington

Oregon

Nevada

California

Seattle Portland San Francisco

Los Angeles Las Vegas San Diego


Seattle – Leasing activity rebounds, led by Class A deals

Key Indicators, Q4 2011 Property Clock



Portland – Driven by logistics and high tech


Vacancy

Leasing Activity

Rents

Employment

Unemployment

New Construction

Personal Income



San Francisco – Tech demand produces highest rent and net absorption growth


Vacancy

Leasing Activity

Rents

Employment

Unemployment

New Construction

Personal Income



Los Angeles – Recovery mixed across submarkets




Las Vegas – A quiet come back


Visitor Volume

Gaming Revenues

Population

Employment

Unemployment

New Construction

Personal Income

Peakingmarket

Fallingmarket

Risingmarket

Bottomingmarket

Las Vegas



San Diego – driven by high-tech, biopharma, retail and healthcare



TYPICAL ACQUISITIONReleased: 02/2012

Financial District San Francisco

Spring ValleyLas Vegas

DowntownLos Angeles

DowntownSan Diego

Mid-WilshireLos Angeles

Potential Acquisition


TYPICAL ACQUISITIONReleased: 02/2012

Concluded Acquisition Characteristics


±$10,000,000.00 Market Value

65% to 75% Occupancy Performing Leases Well maintained – less then 1% of value for capital improvements Market value equivalent to an ±8.0% capitalization of in place income

Submarket illustrates positive demand and growth trends

The asset is projected to reach ±90% occupancy in by the fifth year

The projected income curve illustrates ±10% annual appreciation

FINANCIAL PERFORMANCE FORECAST Released: 02/2012


● $315 Million

● $458 Million

FINANCIAL PERFORMANCE FORECAST Released: 02/2012

Cash-On-Cash Return: ±210%


Performance Based of the following Assumptions

Fund Deployed at over 5 quarter (20% of fund per quarter).

Mortgage Debt is equivalent 70% loan-to-value and 6.5% fixed interest amortized over 25 years.

Asset Income is based on net leases with net operating income equivalent to an ±8.0% capitalization rate.

Asset disposition is based on an ±8.0% capitalization of the forecasted income stream.

Renovation/Capital Improvements are equivalent to ±1.0% of the acquisition price or less.

Operational expenses are typical for the asset sector and location. All net income/gains are first applied to the return-of equity/principal

and then to the return-on investment.

Internal Rate of Return: ±15.5%

STRUCTURE AND MANAGEMENT Released: 02/2012


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Equity Source

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The General Manager: MagnuM Opes Corporation


Core Competencies include, but are not limited to: Fund, Portfolio & Asset Management Investment & Real Estate Consulting Real Estate Development & Construction


The General Manager: MagnuM Opes Corporation Historical Performance


MOC

NAREITNCREIF-ONCREIF-I

20 consecutive years of history and cohesive leadership. 20 consecutive years of proven returns consistently out-performing the

NAREIT, NCREIF Office and NCREIF Industrial indexes.


Key Management

Michael A. Panciro , Chief Executive Officer

Background:Mr. Panciro is one of the founding Officers of MagnuM Opes Corporation. Prior to the formation of the company, he served as the Chief Operations Officer for Chenco International Investment Corp. He is an experienced entrepreneur with managerial strengths in fund management, real estate operations and development, business structuring and strategic planning.

Education: Designations & Awards:B.A. Sciences – University of Pennsylvania Certified Commercial Investment Manager (CCIM)Real Estate Management – Harvard University Urban Land Institute (ULI) – Real Estate FinanceBoard Certified Instructor – Lincoln Graduate Center Senior Asset Manager (SAM)

Business Law Master Senior Appraiser (MSA)Real Estate & Asset Management National Association of Industrial and OfficeReal Estate Analyses and Valuation Properties (NAIOP) – Development Awards



Key Management

Maranda S.J. Chen , Chief Financial Officer

Background:Ms. Chen is one of the founding Officers of MagnuM Opes Corporation. Prior to the formation of the company, she served as the Vice President of Chenco International Investment Corp. Ms. Chen still retains her Cofounder and Directorship with Chenco International Investment Corp., but is a full time Manager and Chief Financial Officer of MagnuM Opes Corporation.

Education: Designations & Awards:

B.A. Marketing – Fu-Jen University, Taipei, Taiwan Certified Commercial Investment Manager (CCIM)

M.B.A. Real Estate – Eastern Michigan University National Association of Industrial and Office

Properties (NAIOP) – Development Awards



Key Management

Sherry Wang , Managing Director of Real Estate

Background:Ms. Wang is a member of the Board of Directors for MagnuM Opes Corporation and has taken an active role as Managing Director of Real Estate. Her prior experience includes debt finance and new resort development for Sands Corp., Las Vegas; investment banking and acquisitions advisory at Citigroup Inc., New York; and retail real estate strategy and execution at Gap Inc., San Francisco.

Education: Designations & Awards:B.A. Economics – Northwestern University Urban Land Institute – San Francisco, CaliforniaM.B.A. Real Estate, Finance – Wharton Corporate Officer for Wharton Women in Business

Business School, University of Pennsylvania Northwestern University Alumni Admissions Committee



Key Management

Anthony R. Castrignano , Managing Director of Finance

Background:Mr. Castrignano serves as the Managing Director of Finance for MagnuM Opes Corporation. Prior to his appointment, he was the Broker/Owner of Sky Mesa Capital, a mortgage and real estate brokerage firm. Mr. Castrignano is an experienced entrepreneur with managerial strengths in mortgage finance and real estate consulting.

Education: Licenses:B.A. – Lycoming College, Pennsylvania Nevada Real Estate Broker

California Real Estate BrokerMortgage Broker



Key Management

Dean Willmore , Managing Director of Acquisitions

Background:Mr. Willmore has conducted more than $168 million in real estate transactions for MagnuM Opes Corporation. Prior to accepting his position with the firm, he was Senior Director of Commerce | Cushman Wakefield and Senior Vice President of Prudential CRES. Mr. Willmore is the founder of IPG, “Industrial Property Group” which was purchased by Prudential CRES.

Education: Designations & Licenses:B.A. Business – University of Arizona Society of Industrial and Office Realtors (SIOR)

Nevada Real Estate Broker


Released: 02/2012

Relationships, Partners and Associates


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