Ares Real Estate Debt

The Company may invest in joint ventures with the Sponsor, Advisor, Directors and their Affiliates, requiring only Independent Director approval, representing a structural related-party conflict inherent in non-traded REIT structures sponsored by American Realty Capital.

“The Company may invest in Joint Ventures with the Sponsor, the Advisor, one (1) or more Directors or any of their Affiliates only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction, approve such investment as being fair and reasonable to the Company and on substantially the same terms and conditions as those received by the other joint venturers.”

The Sponsor or its Affiliates have made only a $200,000 initial investment in the Company. The Sponsor may not sell this Initial Investment while American Realty Capital VIII, LLC remains Sponsor but may transfer it to Affiliates, limiting alignment of interest.

“The Sponsor or its Affiliates have made an initial investment of $200,000 in the Company. The Sponsor or any such Affiliate may not sell the Initial Investment while American Realty Capital VIII, LLC remains a Sponsor but may transfer the Initial Investment to American Realty Capital VIII, LLC or the Affiliates of American Realty Capital VIII, LLC or the Advisor.”