Morrison Street Capital, LLC (the "Adviser" or "We") provides investment advisory and other services to an affiliated
group of private equity funds. The Adviser has been in business since 2002, and is now owned by Norris Beggs &
Simpson Companies, LLC ("NBSC"), which is managed by Rance Gregory, Marcus Parker, David Elkins and Jan
Robertson. Prior to changing its name on November 1, 2011, the Adviser was formerly known as NBS Real Estate
Capital, LLC.
The Adviser serves as the management company for certain U.S. collective investment vehicles. The Adviser
currently acts as the investment manager of four distinct privately placed closed-end investment vehicles (collectively,
the "Funds"). The Funds are also collectively referred to herein as "Clients". Each of the Funds are structured as
limited partnerships. The limited partners are the investors in each Fund. The general partner for each Fund is a
unique entity owned by an affiliated group of individuals the majority of whom are employed by and/or owners of the
Adviser or Norris, Beggs & Simpson Companies, LLC. The general partner entities for each Fund make a co-
investment alongside the limited partners and receive pro-rata distributions in accordance with that investment. In
addition, for certain Funds the general partners receive a share of the profit in excess of a stated preferred return paid
to the limited partners (discussed in more detail in Item 6 – Performance-Based Fees and Side-By-Side Management).
The general partners do not have employees, and do not provide investment advisory services. Instead, each general
partner engages the Adviser to provide those services for the Funds.
The Adviser only provides advisory and management services with respect to commercial real estate and commercial
real estate related securities and only provides these services to the Funds. The limited partnership agreements of the
Funds generally restrict investments to various forms of commercial real estate investments including direct equity
ownership, structured equity ownership, preferred equity, mezzanine debt, B-notes, whole loans, commercial
mortgage-backed securities, REIT preferred securities and other commercial real estate related debt securities. In
addition to these limitations, each limited partnership agreement imposes investment guidelines that specify the types
of investments that may and may not be purchased for the Fund. The guidelines specify: (1) the specific types of
investments or product types that may or may not be purchased for the Fund’s account; (2) the permitted geographic
location of the investments; (3) concentration and leverage limits; (4) the maximum term of investments; and (5) the
risk and return profile of individual instruments and the Fund as a whole. As of December 31, 2023, the Adviser had
$505,230,456 in regulatory assets under management in the four 3(c)5 pooled investment vehicles it advises. We
manage all of these assets on a discretionary basis. We do not currently manage any separate accounts for third parties.
We do not currently negotiate specific terms of investment discretion or investment guidelines for any individual
investor of a Fund that differs from the terms applicable to other investors in the same Fund. All investment decisions
are made at the Fund level and are based on Fund-level investment guidelines, and we do not consider the investment
objectives and strategies of a Fund’s individual investors. Accordingly, the investors in each of the Funds are not
considered to be clients of the Adviser.
Throughout this brochure, we disclose several conflicts of interest and provide summaries of a number of our policies
and procedures designed to detect and address these and other conflicts. We encourage Fund investors, and
prospective Fund investors, to review our policies and procedures and inquire directly with us about our conflicts.
Our compliance policies and procedures are available for review in our offices. In addition, conflicts of interest and
specific risks are identified in the offering materials of Funds that we manage. Please request a copy of the relevant
Fund’s most current offering materials for a description of other conflicts and risks that might exist.